-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, I7urV/qhhlxdpXsaisy/Q1vdmQU6r4IIu6wHosk3Qh6n/ecxryhNdAkADPUfot2s GNyAEh1eqY3Mk5pOcW/qXA== 0000878467-08-000076.txt : 20081229 0000878467-08-000076.hdr.sgml : 20081225 20081229161112 ACCESSION NUMBER: 0000878467-08-000076 CONFORMED SUBMISSION TYPE: NSAR-B PUBLIC DOCUMENT COUNT: 10 CONFORMED PERIOD OF REPORT: 20081031 FILED AS OF DATE: 20081229 DATE AS OF CHANGE: 20081229 EFFECTIVENESS DATE: 20081229 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIDELITY CHARLES STREET TRUST CENTRAL INDEX KEY: 0000354046 IRS NUMBER: 000000000 FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: NSAR-B SEC ACT: 1940 Act SEC FILE NUMBER: 811-03221 FILM NUMBER: 081272833 BUSINESS ADDRESS: STREET 1: 82 DEVONSHIRE ST CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 2145064081 MAIL ADDRESS: STREET 1: 82 DEVONSHIRE STREET STREET 2: MAIL ZONE Z1C CITY: BOSTON STATE: MA ZIP: 02109 FORMER COMPANY: FORMER CONFORMED NAME: FIDELITY U S GOVERNMENT RESERVES FUND DATE OF NAME CHANGE: 19880201 FORMER COMPANY: FORMER CONFORMED NAME: FIDELITY FEDERAL RESERVES DATE OF NAME CHANGE: 19820215 FORMER COMPANY: FORMER CONFORMED NAME: FIDELITY UNITED STATES TREASURY TRUST DATE OF NAME CHANGE: 19811020 0000354046 S000017647 Fidelity Global Balanced Fund C000048772 Fidelity Global Balanced Fund C000074277 Fidelity Advisor Global Balanced Fund: Class A C000074278 Fidelity Advisor Global Balanced Fund: Class B C000074279 Fidelity Advisor Global Balanced Fund: Class C C000074280 Fidelity Advisor Global Balanced Fund: Class T C000074281 Fidelity Advisor Global Balanced Fund: Institutional Class NSAR-B 1 answer3221.fil ANSWER FILE PAGE 1 000 B000000 10/31/2008 000 C000000 0000354046 000 D000000 N 000 E000000 NF 000 F000000 Y 000 G000000 N 000 H000000 N 000 I000000 6.1 000 J000000 A 001 A000000 FIDELITY CHARLES STREET TRUST 001 B000000 811-03221 001 C000000 6037917481 002 A000000 82 DEVONSHIRE STREET 002 B000000 BOSTON 002 C000000 MA 002 D010000 02109 003 000000 N 004 000000 N 005 000000 N 006 000000 N 007 A000000 Y 007 B000000 1 007 C012400 24 007 C022400 Fidelity Global Balanced Fund 007 C032400 N 008 A002401 FIDELITY MANAGEMENT & RESEARCH COMPANY (FMR) 008 B002401 A 008 C002401 801-7884 008 D012401 BOSTON 008 D022401 MA 008 D032401 02109 008 A002402 FIDELITY MANAGEMENT & RESEARCH (U.K.), INC. 008 B002402 S 008 C002402 801-28773 008 D012402 LONDON 008 D052402 ENGLAND 008 A002403 FIDELITY RESEARCH & ANALYSIS COMPANY (FRAC) 008 B002403 S 008 C002403 801-28774 008 D012403 BOSTON 008 D022403 MA 008 D032403 02109 008 A002404 FIDELITY INTL INVESTMENT ADVISORS, INC (FIIA) 008 B002404 S 008 C002404 801-0000 008 D012404 PEMBROKE 008 D052404 BERMUDA 008 A002405 FIDELITY INTL INVESTMENT ADVISORS (U.K.) LTD. 008 B002405 S 008 C002405 801-00 008 D012405 LONDON PAGE 2 008 D052405 ENGLAND 008 A002406 FIDELITY INVESTMENTS JAPAN LIMITED (FIJ) 008 B002406 S 008 C002406 801-45731 008 D012406 TOKYO 008 D052406 JAPAN 008 A002407 FMR CO., INC. 008 B002407 S 008 C002407 801-3447 008 D012407 BOSTON 008 D022407 MA 008 D032407 02109 011 A002401 FIDELITY DISTRIBUTORS CORPORATION 011 B002401 8-8775 011 C012401 BOSTON 011 C022401 MA 011 C032401 02109 012 A002401 FIDELITY INVESTMENTS INSTIT. OPERATIONS CO. 012 B002401 84-1839 012 C012401 BOSTON 012 C022401 MA 012 C032401 02109 013 A002401 PRICEWATERHOUSECOOPERS LLP 013 B012401 BOSTON 013 B022401 MA 013 B032401 02110 014 A002401 FIDELITY DISTRIBUTORS CORPORATION 014 B002401 8-8775 014 A002402 FIDELITY BROKERAGE SERVICES LLC 014 B002402 8-23292 014 A002403 NATIONAL FINANCIAL SERVICES LLC 014 B002403 8-26740 014 A002404 FIDELITY INVESTMENTS CANADA LTD. 014 B002404 8-0000 014 A002405 FIDELITY BROKERAGE SERVICES JAPAN LLC 014 B002405 8-00000 015 A00AA01 BROWN BROTHERS HARRIMAN & CO. 015 B00AA01 C 015 C01AA01 BOSTON 015 C02AA01 MA 015 C03AA01 02109 015 E01AA01 X 015 A00AA02 THE BANK OF NEW YORK COMPANY, INC. 015 B00AA02 C 015 C01AA02 NEW YORK 015 C02AA02 NY 015 C03AA02 10286 015 E01AA02 X 015 A00AA03 JPMORGAN CHASE BANK 015 B00AA03 C 015 C01AA03 NEW YORK PAGE 3 015 C02AA03 NY 015 C03AA03 10022 015 E01AA03 X 015 A00AA04 CITIBANK, N.A., BUENOS AIRES BRANCH 015 B00AA04 S 015 C01AA04 BUENOS AIRES 015 D01AA04 ARGENTINA 015 E04AA04 X 015 A00AA05 HSBC BANK AUSTRALIA LIMITED 015 B00AA05 S 015 C01AA05 SYDNEY 015 D01AA05 AUSTRALIA 015 E04AA05 X 015 A00AA06 UNICREDIT BANK AUSTRIA AG 015 B00AA06 S 015 C01AA06 VIENNA 015 D01AA06 AUSTRIA 015 E04AA06 X 015 A00AA07 HSBC 015 B00AA07 S 015 C01AA07 MAKATI CITY 015 D01AA07 PHILIPPINES 015 E04AA07 X 015 A00AA08 STANDARD CHARTERED BANK, DHAKA 015 B00AA08 S 015 C01AA08 DHAKA 015 D01AA08 BANGLADESH 015 E04AA08 X 015 A00AA09 ING BANK BELGIUM, SA 015 B00AA09 S 015 C01AA09 BRUSSELS 015 D01AA09 BELGIUM 015 E04AA09 X 015 A00AA10 STANDARD BANK OF SOUTH AFRICA 015 B00AA10 S 015 C01AA10 JOHANNESBURG 015 D01AA10 SOUTH AFRICA 015 E04AA10 X 015 A00AA11 STANBIC BANK BOTSWANA LTD. 015 B00AA11 S 015 C01AA11 GABORONE 015 D01AA11 BOTSWANA 015 E04AA11 X 015 A00AA12 HSBC 015 B00AA12 S 015 C01AA12 SEOUL 015 D01AA12 SOUTH KOREA 015 E04AA12 X 015 A00AA13 ING BANK N.V., SOFIA 015 B00AA13 S 015 C01AA13 SOFIA PAGE 4 015 D01AA13 BULGARIA 015 E04AA13 X 015 A00AA14 RBC DEXIA INVESTOR SERVICES TRUST 015 B00AA14 S 015 C01AA14 TORONTO 015 D01AA14 CANADA 015 E04AA14 X 015 A00AA15 HSBC 015 B00AA15 S 015 C01AA15 HO CHI MINH CITY 015 D01AA15 VIETNAM 015 E04AA15 X 015 A00AA16 STANDARD CHARTERED BANK (HONG KONG) LIMITED 015 B00AA16 S 015 C01AA16 KWUN TONG 015 D01AA16 HONG KONG 015 E04AA16 X 015 A00AA17 STANDARD CHARTERED BANK (CHINA) LIMITED 015 B00AA17 S 015 C01AA17 SHENZHEN 015 D01AA17 CHINA 015 E04AA17 X 015 A00AA18 CITITRUST COLOMBIA S.A., SOCIEDAD FIDUCIARIA 015 B00AA18 S 015 C01AA18 BOGOTA 015 D01AA18 COLOMBIA 015 E04AA18 X 015 A00AA19 SVENSKA HANDELSBANKEN 015 B00AA19 S 015 C01AA19 HELSINKI 015 D01AA19 FINLAND 015 E04AA19 X 015 A00AA20 CITIBANK EUROPE PLC 015 B00AA20 S 015 C01AA20 PRAHA 015 D01AA20 CZECH REPUBLIC 015 E04AA20 X 015 A00AA21 DANSKE BANK A/S 015 B00AA21 S 015 C01AA21 COPENHAGEN 015 D01AA21 DENMARK 015 E04AA21 X 015 A00AA22 CITIBANK, N.A., CAIRO 015 B00AA22 S 015 C01AA22 CAIRO 015 D01AA22 EGYPT 015 E04AA22 X 015 A00AA23 HSBC BANK KAZAKHSTAN 015 B00AA23 S 015 C01AA23 ALMATY 015 D01AA23 KAZAKHSTAN PAGE 5 015 E04AA23 X 015 A00AA24 NORDEA BANK FINLAND PLC 015 B00AA24 S 015 C01AA24 HELSINKI 015 D01AA24 FINLAND 015 E04AA24 X 015 A00AA25 BNP PARIBAS SECURITIES SERVICES, PARIS 015 B00AA25 S 015 C01AA25 PARIS 015 D01AA25 FRANCE 015 E04AA25 X 015 A00AA26 BARCLAYS BANK OF GHANA LTD. 015 B00AA26 S 015 C01AA26 ACCRA 015 D01AA26 GHANA 015 E04AA26 X 015 A00AA27 HSBC BANK PLC, ATHENS BRANCH 015 B00AA27 S 015 C01AA27 ATHENS 015 D01AA27 GREECE 015 E04AA27 X 015 A00AA28 THE HONG KONG AND SHANGHAI BANKING CORP(HSBC) 015 B00AA28 S 015 C01AA28 KOWLOON 015 D01AA28 HONG KONG 015 E04AA28 X 015 A00AA29 CITIBANK 015 B00AA29 S 015 C01AA29 MUMBAI 015 D01AA29 INDIA 015 E04AA29 X 015 A00AA30 HSBC 015 B00AA30 S 015 C01AA30 MUMBAI 015 D01AA30 INDIA 015 E04AA30 X 015 A00AA31 CITIBANK 015 B00AA31 S 015 C01AA31 JAKARTA 015 D01AA31 INDONESIA 015 E04AA31 X 015 A00AA32 BANK OF IRELAND 015 B00AA32 S 015 C01AA32 DUBLIN 015 D01AA32 IRELAND 015 E04AA32 X 015 A00AA33 GOVERNOR AND COMPANY OF THE BANK HAPOALIM 015 B00AA33 S 015 C01AA33 TEL AVIV 015 D01AA33 ISRAEL 015 E04AA33 X PAGE 6 015 A00AA34 BANK OF TOKYO-MITSUBISHI UFJ (BTMU) 015 B00AA34 S 015 C01AA34 TOKYO 015 D01AA34 JAPAN 015 E04AA34 X 015 A00AA35 HSBC BANK MIDDLE EAST 015 B00AA35 S 015 C01AA35 AMMAN 015 D01AA35 JORDAN 015 E04AA35 X 015 A00AA36 STANBIC BANK KENYA 015 B00AA36 S 015 C01AA36 NAIROBI 015 D01AA36 KENYA 015 E04AA36 X 015 A00AA37 NORDEA BANK FINLAND PLC, RIGA 015 B00AA37 S 015 C01AA37 RIGA 015 D01AA37 LATVIA 015 E04AA37 X 015 A00AA38 HSBC BANK MIDDLE EAST 015 B00AA38 S 015 C01AA38 BEIRUT 015 D01AA38 LEBANON 015 E04AA38 X 015 A00AA39 KREDIETBANK LUXEMBOURG 015 B00AA39 S 015 C01AA39 LUXEMBOURG 015 D01AA39 LUXEMBOURG 015 E04AA39 X 015 A00AA40 HSBC BANK MALAYSIA BERHAD 015 B00AA40 S 015 C01AA40 KUALA LUMPUR 015 D01AA40 MALAYSIA 015 E04AA40 X 015 A00AA41 HSBC 015 B00AA41 S 015 C01AA41 PORT LOUIS 015 D01AA41 MAURITIUS 015 E04AA41 X 015 A00AA42 BANCO SANTANDER (MEXICO) S.A. 015 B00AA42 S 015 C01AA42 SANTA FE 015 D01AA42 MEXICO 015 E04AA42 X 015 A00AA43 ATTIJARIWAFA BANK 015 B00AA43 S 015 C01AA43 CASABLANCA 015 D01AA43 MOROCCO 015 E04AA43 X 015 A00AA44 STANDARD BANK NAMIBIA LTD. PAGE 7 015 B00AA44 S 015 C01AA44 WINDHOEK 015 D01AA44 NAMIBIA 015 E04AA44 X 015 A00AA45 FORTIS BANK (NETHERLAND) N.V. 015 B00AA45 S 015 C01AA45 AMSTERDAM 015 D01AA45 NETHERLANDS 015 E04AA45 X 015 A00AA46 HSBC 015 B00AA46 S 015 C01AA46 AUCKLAND 015 D01AA46 NEW ZEALAND 015 E04AA46 X 015 A00AA47 STANBIC IBTC BANK PLC 015 B00AA47 S 015 C01AA47 LAGOS 015 D01AA47 NIGERIA 015 E04AA47 X 015 A00AA48 DNB BANK NOR ASA 015 B00AA48 S 015 C01AA48 OSLO 015 D01AA48 NORWAY 015 E04AA48 X 015 A00AA49 HSBC 015 B00AA49 S 015 C01AA49 TOKYO 015 D01AA49 JAPAN 015 E04AA49 X 015 A00AA50 STANDARD CHARTERED BANK 015 B00AA50 S 015 C01AA50 KARACHI 015 D01AA50 PAKISTAN 015 E04AA50 X 015 A00AA51 CITIBANK DEL PERU 015 B00AA51 S 015 C01AA51 LIMA 015 D01AA51 PERU 015 E04AA51 X 015 A00AA52 HSBC BANK MIDDLE EAST 015 B00AA52 S 015 C01AA52 DUBAI 015 D01AA52 UNITED ARAB EMIRATES 015 E04AA52 X 015 A00AA53 BANK HANDLOWY W. WARSZAWIE (CITIBANK) 015 B00AA53 S 015 C01AA53 WARSAW 015 D01AA53 POLAND 015 E04AA53 X 015 A00AA54 BANK POLSKA KASA OPIEKI (BANK PEKAO) 015 B00AA54 S PAGE 8 015 C01AA54 WARSAW 015 D01AA54 POLAND 015 E04AA54 X 015 A00AA55 BNP PARIBAS SECURITIES SERVICES, PARIS 015 B00AA55 S 015 C01AA55 LISBOA 015 D01AA55 PORTUGAL 015 E04AA55 X 015 A00AA56 ING BANK EURASIA ZAO 015 B00AA56 S 015 C01AA56 MOSCOW 015 D01AA56 RUSSIA 015 E04AA56 X 015 A00AA57 ZAO KB CITIBANK 015 B00AA57 S 015 C01AA57 MOSCOW 015 D01AA57 RUSSIA 015 E04AA57 X 015 A00AA58 HSBC 015 B00AA58 S 015 C01AA58 SINGAPORE 015 D01AA58 SINGAPORE 015 E04AA58 X 015 A00AA59 ING BANK N.V., BRATISLAVA 015 B00AA59 S 015 C01AA59 BRATISLAVA 015 D01AA59 SLOVAKIA REPUBLIC 015 E04AA59 X 015 A00AA60 UNICREDIT BANKA SLOVENIJA D.D. (BANK AUSTRIA) 015 B00AA60 S 015 C01AA60 LJUBLJANA 015 D01AA60 SLOVENIA 015 E04AA60 X 015 A00AA61 HSBC BANK (CHINA) COMPANY LIMITED 015 B00AA61 S 015 C01AA61 SHANGHAI 015 D01AA61 CHINA 015 E04AA61 X 015 A00AA62 BANQUE INTERNATIONALE ARABE DE TUNISIE (BIAT) 015 B00AA62 S 015 C01AA62 TUNIS CEDEX 015 D01AA62 TUNISIA 015 E04AA62 X 015 A00AA63 HSBC 015 B00AA63 S 015 C01AA63 COLOMBO 015 D01AA63 SRI LANKA 015 E04AA63 X 015 A00AA64 STANDARD BANK SWAZILAND 015 B00AA64 S 015 C01AA64 MBABANE PAGE 9 015 D01AA64 SWAZILAND 015 E04AA64 X 015 A00AA65 SKANDINAVISKA ENSKILDA BANKEN (SEB) 015 B00AA65 S 015 C01AA65 STOCKHOLM 015 D01AA65 SWEDEN 015 E04AA65 X 015 A00AA66 UBS AG 015 B00AA66 S 015 C01AA66 ZURICH 015 D01AA66 SWITZERLAND 015 E04AA66 X 015 A00AA67 STANDARD CHARTERED BANK 015 B00AA67 S 015 C01AA67 TAIPEI 015 D01AA67 TAIWAN 015 E04AA67 X 015 A00AA68 HSBC 015 B00AA68 S 015 C01AA68 BANGKOK 015 D01AA68 THAILAND 015 E04AA68 X 015 A00AA69 CITIBANK, A.S. 015 B00AA69 S 015 C01AA69 ISTANBUL 015 D01AA69 TURKEY 015 E04AA69 X 015 A00AA70 JSB ING BANK UKRAINE (ING BANK UKRAINE) 015 B00AA70 S 015 C01AA70 KIEV 015 D01AA70 UKRAINE 015 E04AA70 X 015 A00AA71 DEUTSCHE BANK 015 B00AA71 S 015 C01AA71 MUMBAI 015 D01AA71 INDIA 015 E04AA71 X 015 A00AA72 CITIBANK, N.A. CARACAS 015 B00AA72 S 015 C01AA72 CARACAS 015 D01AA72 VENEZUELA 015 E04AA72 X 015 A00AA73 STANBIC BANK ZAMBIA LTD. 015 B00AA73 S 015 C01AA73 LUSAKA 015 D01AA73 ZAMBIA 015 E04AA73 X 015 A00AA74 STANBIC BANK ZIMBABWE LTD. 015 B00AA74 S 015 C01AA74 HARARE 015 D01AA74 ZIMBABWE PAGE 10 015 E04AA74 X 015 A00AA75 ING BANK N.V., BUCHAREST 015 B00AA75 S 015 C01AA75 BUCHAREST 015 D01AA75 ROMANIA 015 E04AA75 X 015 A00AA76 HSBC BANK PANAMA 015 B00AA76 S 015 C01AA76 PANAMA 015 D01AA76 PANAMA 015 E04AA76 X 015 A00AA77 REPUBLIC BANK LTD. 015 B00AA77 S 015 C01AA77 PORT OF SPAIN 015 D01AA77 TRINIDAD & TOBAGO 015 E04AA77 X 015 A00AA78 CACEIS BANK 015 B00AA78 S 015 C01AA78 PARIS 015 D01AA78 FRANCE 015 E04AA78 X 015 A00AA79 CITIBANK, N.A., SAO PAULO 015 B00AA79 S 015 C01AA79 SAO PAULO 015 D01AA79 BRAZIL 015 E04AA79 X 015 A00AA80 BANCO DE CHILE (CITIBANK) 015 B00AA80 S 015 C01AA80 SANTIAGO 015 D01AA80 CHILE 015 E04AA80 X 015 A00AA81 BANCO BCT SA 015 B00AA81 S 015 C01AA81 SAN JOSE 015 D01AA81 COSTA RICA 015 E04AA81 X 015 A00AA82 NORDEA BANK DANMARK A/S 015 B00AA82 S 015 C01AA82 COPENHAGEN 015 D01AA82 DENMARK 015 E04AA82 X 015 A00AA83 HSBC 015 B00AA83 S 015 C01AA83 TAIPEI 015 D01AA83 TAIWAN 015 E04AA83 X 015 A00AA84 DEUTSCHE BANK AG FRANKFURT 015 B00AA84 S 015 C01AA84 ESCHBORN 015 D01AA84 GERMANY 015 E04AA84 X PAGE 11 015 A00AA85 HSBC BANK PLC 015 B00AA85 S 015 C01AA85 LONDON 015 D01AA85 ENGLAND 015 E04AA85 X 015 A00AA86 BANK OF TAIWAN 015 B00AA86 S 015 C01AA86 TAIPEI 015 D01AA86 TAIWAN 015 E04AA86 X 015 A00AA87 LANDSBANKI ISLANDS HF 015 B00AA87 S 015 C01AA87 REYKJAVIK 015 D01AA87 ICELAND 015 E04AA87 X 015 A00AA88 HSBC BANK MIDDLE EAST 015 B00AA88 S 015 C01AA88 KUWAIT CITY 015 D01AA88 KUWAIT 015 E04AA88 X 015 A00AA89 BNP PARIBAS, MILAN 015 B00AA89 S 015 C01AA89 MILAN 015 D01AA89 ITALY 015 E04AA89 X 015 A00AA90 HSBC BANK MIDDLE EAST 015 B00AA90 S 015 C01AA90 RAMALLAH 015 D01AA90 PALESTINE 015 E04AA90 X 015 A00AA91 HSBC BANK MALTA PLC 015 B00AA91 S 015 C01AA91 VALLETTA 015 D01AA91 MALTA 015 E04AA91 X 015 A00AA92 NORDEA BANK NORGE ASA 015 B00AA92 S 015 C01AA92 OSLO 015 D01AA92 NORWAY 015 E04AA92 X 015 A00AA93 HSBC BANK MIDDLE EAST 015 B00AA93 S 015 C01AA93 DOHA 015 D01AA93 QATAR 015 E04AA93 X 015 A00AA94 STANDARD CHARTERED BANK 015 B00AA94 S 015 C01AA94 SINGAPORE 015 D01AA94 SINGAPORE 015 E04AA94 X 015 A00AA95 CREDIT SUISSE PAGE 12 015 B00AA95 S 015 C01AA95 ZURICH 015 D01AA95 SWITZERLAND 015 E04AA95 X 015 A00AA96 SUMITOMO MITSUI BANKING CORPORATION 015 B00AA96 S 015 C01AA96 TOKYO 015 D01AA96 JAPAN 015 E04AA96 X 015 A00AA97 BANAMEX (CITIBANK) 015 B00AA97 S 015 C01AA97 CIUDAD DE MEXICO 015 D01AA97 MEXICO 015 E04AA97 X 015 A00AA98 DBS BANK LTD. 015 B00AA98 S 015 C01AA98 SINGAPORE 015 D01AA98 SINGAPORE 015 E04AA98 X 015 A00AA99 SEB VILNIAUS BANKAS AB (NORDEA BANK FINLAND P 015 B00AA99 S 015 C01AA99 HELSINKI, FINLAND 015 D01AA99 LITHUANIA 015 E04AA99 X 018 00AA00 Y 019 A00AA00 Y 019 B00AA00 397 019 C00AA00 FIDELITYZZ 020 A000001 CREDIT SUISSE GROUP 020 B000001 13-5659485 020 C000001 145 020 A000002 GOLDMAN SACHS GROUP, INC. 020 B000002 13-5108880 020 C000002 97 020 A000003 MERRILL LYNCH & CO., INC. 020 B000003 13-2740599 020 C000003 88 020 A000004 UBS AG 020 B000004 13-3873456 020 C000004 72 020 A000005 LEHMAN BROTHERS HOLDINGS, INC. 020 B000005 13-2933198 020 C000005 61 020 A000006 MORGAN STANLEY 020 B000006 13-2655998 020 C000006 59 020 A000007 CITIGROUP, INC. 020 B000007 04-3531811 020 C000007 57 020 A000008 JPMORGAN CHASE & CO. 020 B000008 13-3224016 PAGE 13 020 C000008 47 020 A000009 DEUTSCHE BANK AG 020 B000009 36-6843535 020 C000009 29 020 A000010 MITSUBISHI UFJ FINANCIAL GROUP, INC. 020 B000010 13-3474869 020 C000010 18 021 000000 871 022 A000001 FIDELITY CASH CENTRAL FUND 022 B000001 04-3331103 022 C000001 514959 022 D000001 508690 022 A000002 ROYAL BANK OF SCOTLAND GROUP PLC 022 B000002 98-0018456 022 C000002 65211 022 D000002 75658 022 A000003 MERRILL LYNCH & CO., INC. 022 B000003 13-2740599 022 C000003 49134 022 D000003 44280 022 A000004 UBS AG 022 B000004 13-3873456 022 C000004 43971 022 D000004 34226 022 A000005 BARCLAYS PLC 022 B000005 13-4942190 022 C000005 26540 022 D000005 26640 022 A000006 GOLDMAN SACHS GROUP, INC. 022 B000006 13-5108880 022 C000006 27390 022 D000006 14004 022 A000007 JPMORGAN CHASE & CO. 022 B000007 13-3224016 022 C000007 27085 022 D000007 10970 022 A000008 MORGAN STANLEY 022 B000008 13-2655998 022 C000008 17842 022 D000008 14279 022 A000009 DEUTSCHE BANK AG 022 B000009 36-6843535 022 C000009 9523 022 D000009 11142 022 A000010 CITIGROUP, INC. 022 B000010 04-3531811 022 C000010 13792 022 D000010 3045 023 C000000 940329 023 D000000 830000 024 002400 Y PAGE 14 025 A002401 BARCLAYS PLC 025 B002401 13-4942190 025 C002401 E 025 D002401 131 025 A002402 CITIGROUP, INC. 025 B002402 04-3531811 025 C002402 D 025 D002402 136 025 A002403 CREDIT SUISSE GROUP 025 B002403 13-5659485 025 C002403 E 025 D002403 686 025 A002404 DEUTSCHE BANK AG 025 B002404 36-6843535 025 C002404 D 025 D002404 61 025 A002405 GOLDMAN SACHS GROUP, INC. 025 B002405 13-5108880 025 C002405 D 025 D002405 986 025 A002406 JPMORGAN CHASE & CO. 025 B002406 13-3224016 025 C002406 D 025 D002406 312 025 A002407 LEHMAN BROTHERS HOLDINGS, INC. 025 B002407 13-2933198 025 C002407 D 025 D002407 0 025 A002408 MERRILL LYNCH & CO., INC. 025 B002408 13-2740599 025 C002408 D 025 D002408 1204 025 A002409 MITSUBISHI UFJ FINANCIAL GROUP, INC. 025 B002409 13-3474869 025 C002409 D 025 D002409 111 025 A002410 MORGAN STANLEY 025 B002410 13-2655998 025 C002410 D 025 D002410 402 025 A002411 ROYAL BANK OF SCOTLAND GROUP PLC 025 B002411 98-0018456 025 C002411 D 025 D002411 331 025 A002412 UBS AG 025 B002412 13-3873456 025 C002412 D 025 D002412 443 025 A002413 BARCLAYS PLC 025 B002413 13-4942190 025 C002413 D PAGE 15 025 D002413 428 025 A002414 UBS AG 025 B002414 13-3873456 025 C002414 E 025 D002414 605 025 A002415 CREDIT SUISSE GROUP 025 B002415 13-5659485 025 C002415 D 025 D002415 632 025 A002416 MITSUBISHI UFJ FINANCIAL GROUP, INC. 025 B002416 13-3474869 025 C002416 E 025 D002416 1243 026 A000000 N 026 B000000 Y 026 C000000 N 026 D000000 Y 026 E000000 Y 026 F000000 Y 026 G010000 N 026 G020000 Y 026 H000000 N 027 000000 Y 028 A012400 23402 028 A022400 0 028 A032400 0 028 A042400 9694 028 B012400 22174 028 B022400 0 028 B032400 0 028 B042400 12683 028 C012400 28116 028 C022400 0 028 C032400 0 028 C042400 10862 028 D012400 19221 028 D022400 0 028 D032400 0 028 D042400 10884 028 E012400 15437 028 E022400 0 028 E032400 0 028 E042400 29474 028 F012400 23881 028 F022400 0 028 F032400 0 028 F042400 32785 028 G012400 132231 028 G022400 0 028 G032400 0 028 G042400 106382 PAGE 16 028 H002400 0 029 002400 N 030 A002400 0 030 B002400 0.00 030 C002400 0.00 031 A002400 0 031 B002400 0 032 002400 0 033 002400 0 034 002400 N 035 002400 0 036 B002400 0 037 002400 Y 038 002400 49 039 002400 N 040 002400 Y 041 002400 N 042 A002400 0 042 B002400 0 042 C002400 0 042 D002400 0 042 E002400 0 042 F002400 0 042 G002400 0 042 H002400 0 043 002400 0 044 002400 1 045 00AA00 Y 046 00AA00 N 047 00AA00 N 048 00AA00 0.000 048 A01AA00 0 048 A02AA00 0.000 048 B01AA00 0 048 B02AA00 0.000 048 C01AA00 0 048 C02AA00 0.000 048 D01AA00 0 048 D02AA00 0.000 048 E01AA00 0 048 E02AA00 0.000 048 F01AA00 0 048 F02AA00 0.000 048 G01AA00 0 048 G02AA00 0.000 048 H01AA00 0 048 H02AA00 0.000 048 I01AA00 0 048 I02AA00 0.000 048 J01AA00 0 048 J02AA00 0.000 PAGE 17 048 K01AA00 0 048 K02AA00 0.000 049 002400 N 050 002400 N 051 002400 N 052 002400 Y 053 A002400 Y 053 B002400 Y 053 C002400 N 054 A00AA00 Y 054 B00AA00 Y 054 C00AA00 N 054 D00AA00 N 054 E00AA00 N 054 F00AA00 N 054 G00AA00 Y 054 H00AA00 Y 054 I00AA00 N 054 J00AA00 Y 054 K00AA00 Y 054 L00AA00 N 054 M00AA00 Y 054 N00AA00 Y 054 O00AA00 Y 055 A002400 N 055 B002400 N 056 002400 Y 057 002400 N 058 A002400 N 059 002400 Y 060 A002400 Y 060 B002400 Y 061 002400 2500 062 A00AA00 N 062 B00AA00 0.0 062 C00AA00 0.0 062 D00AA00 0.0 062 E00AA00 0.0 062 F00AA00 0.0 062 G00AA00 0.0 062 H00AA00 0.0 062 I00AA00 0.0 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A002400 0 075 B002400 405217 076 002400 0.00 077 A000000 Y 077 B000000 Y 077 C000000 N 077 D000000 Y 077 E000000 N 077 F000000 N 077 G000000 N 077 H000000 N 077 I000000 N 077 J000000 N 077 K000000 N 077 L000000 N 077 M000000 N 077 N000000 N 077 O000000 N 077 P000000 N 077 Q010000 N 077 Q020000 N 077 Q030000 N 078 000000 N 080 A00AA00 AMERICAN INT'l SPECIALTY LINES INSURANCE CO. 080 B00AA00 FEDERAL INSURANCE COMPANY 080 C00AA00 270000 081 A00AA00 Y 081 B00AA00 396 082 A00AA00 Y 082 B00AA00 400 083 A00AA00 N 083 B00AA00 0 084 A00AA00 N PAGE 21 084 B00AA00 0 085 A00AA00 Y 085 B00AA00 N 086 A010000 0 086 A020000 0 086 B010000 0 086 B020000 0 086 C010000 0 086 C020000 0 086 D010000 0 086 D020000 0 086 E010000 0 086 E020000 0 086 F010000 0 086 F020000 0 SIGNATURE JOHN HEBBLE TITLE PRESIDENT AND TREASURER EX-99.77B ACCT LTTR 2 q77b_pwcauditletter.htm AUDIT LETTER

 

 

REPORT OF INDEPENDENT REGISTERED ACCOUNTING FIRM

ON INTERNAL CONTROL REQUIRED BY FORM N-SAR

____

 

To the Board of Trustees and Shareholders of Fidelity Charles Street Trust:

In planning and performing our audits of the financial statements of Fidelity Charles Street Trust: Fidelity Global Balanced Fund (collectively, the "Trust") as of and for the year ended October 31, 2008, in accordance with the standards of the Public Company Accounting Oversight Board (United States), we considered the Trust's internal control over financial reporting, including control activities for safeguarding securities, as a basis for designing our auditing procedures for the purpose of expressing our opinion on the financial statements and to comply with the requirements of Form N-SAR, but not for the purpose of expressing an opinion on the effectiveness of the Trust's internal control over financial reporting. Accordingly, we do not express an opinion on the effectiveness of the Trust's internal control over financial reporting.

The management of the Trust is responsible for establishing and maintaining effective internal control over financial reporting. In fulfilling this responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of controls. A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Trust are being made only in accordance with authorizations of management and trustees of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of a Trust's assets that could have a material effect on the financial statements.

 

 

 

 

 

Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in

conditions, or that the degree of compliance with the policies or procedures may deteriorate.

A deficiency in internal control over financial reporting exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Trust's annual or interim financial statements will not be prevented or detected on a timely basis.

Our consideration of the Trust's internal control over financial reporting was for the limited purpose described in the first paragraph and would not necessarily disclose all deficiencies in internal control over financial reporting that might be material weaknesses under standards established by the Public Company Accounting Oversight Board (United States). However, we noted no deficiencies in the Trust's internal control over financial reporting and its operation, including controls over safeguarding securities, that we consider to be material weaknesses as defined above as of October 31, 2008.

This report is intended solely for the information and use of management and the Board of Trustees of Fidelity Charles Street Trust and the Securities and Exchange Commission and is not intended to be and should not be used by anyone other than these specified parties.

 

 

 

 

PricewaterhouseCoopers LLP

December 19,2008

 EX-99.77D POLICIES 3 q77d_investmentpolicies.htm INVESTMENT POLICIES
  • Investing in Fidelity's central funds.
EX-99.77M MERGERS 4 q77m_merger.htm MERGER

AGREEMENT AND PLAN OF REORGANIZATION

THIS AGREEMENT AND PLAN OF REORGANIZATION (the Agreement) is made as of May 15, 2008, by and between Fidelity Charles Street Trust, a Massachusetts business trust, on behalf of its series Fidelity Advisor Asset Manager 70% (Advisor Asset Manager 70%), and Fidelity Asset Manager 70% (Asset Manager 70%). Fidelity Charles Street Trust may be referred to herein as the "Trust." The Trust is a duly organized business trust under the laws of the Commonwealth of Massachusetts with its principal place of business at 82 Devonshire Street, Boston, Massachusetts 02109. Asset Manager 70% and Advisor Asset Manager 70% may be referred to herein collectively as the "Funds" or each individually as the "Fund."

This Agreement is intended to be, and is adopted as, a plan of reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the Code). The reorganization will comprise: (a) the transfer of all of the assets of Advisor Asset Manager 70% to Asset Manager 70% solely in exchange for shares of beneficial interest in Asset Manager 70% (the Asset Manager 70% Shares) and the assumption by Asset Manager 70% of Advisor Asset Manager 70%'s liabilities; and (b) the constructive distribution of such shares by Advisor Asset Manager 70% pro rata to its shareholders in complete liquidation and termination of Advisor Asset Manager 70% in exchange for all of Advisor Asset Manager 70%'s outstanding shares. Advisor Asset Manager 70% shall receive shares of Asset Manager 70% having an aggregate net asset value equal to the value of the assets of Advisor Asset Manager 70% on the Closing Date (as defined in Section 6), which Advisor Asset Manager 70% shall then distribute pro rata to its shareholders. The foregoing transactions are referred to herein as the "Reorganization."

In consideration of the mutual promises and subject to the terms and conditions herein, the parties covenant and agree as follows:

1. REPRESENTATIONS AND WARRANTIES OF ADVISOR ASSET MANAGER 70%. Advisor Asset Manager 70% represents and warrants to and agrees with Asset Manager 70% that:

(a) Advisor Asset Manager 70% is a series of Fidelity Charles Street Trust, a business trust duly organized, validly existing, and in good standing under the laws of the Commonwealth of Massachusetts, and has the power to own all of its properties and assets and to carry out its obligations under this Agreement. It has all necessary federal, state, and local authorizations to carry on its business as now being conducted and to carry out this Agreement;

(b) Fidelity Charles Street Trust is an open-end, management investment company duly registered under the Investment Company Act of 1940, as amended (the 1940 Act), and such registration is in full force and effect;

(c) The Prospectus and Statement of Additional Information of Advisor Asset Manager 70% dated November 29, 2007, previously furnished to Asset Manager 70%, did not and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;

(d) Except as disclosed in writing to Asset Manager 70%, there are no material legal, administrative, or other proceedings pending or, to the knowledge of Advisor Asset Manager 70%, threatened against Advisor Asset Manager 70% which assert liability on the part of Advisor Asset Manager 70%. Advisor Asset Manager 70% knows of no facts which might form the basis for the institution of such proceedings, except as otherwise disclosed to Asset Manager 70%;

(e) Advisor Asset Manager 70% is not in, and the execution, delivery, and performance of this Agreement will not result in, violation of any provision of its Amended and Restated Declaration of Trust or By-laws, or, to the knowledge of Advisor Asset Manager 70%, of any agreement, indenture, instrument, contract, lease, or other undertaking to which Advisor Asset Manager 70% is a party or by which Advisor Asset Manager 70% is bound or result in the acceleration of any obligation or the imposition of any penalty under any agreement, judgment or decree to which Advisor Asset Manager 70% is a party or is bound;

(f) The Statement of Assets and Liabilities, the Statement of Operations, the Statement of Changes in Net Assets, Financial Highlights, and the Schedule of Investments (including market values) of Advisor Asset Manager 70% at September 30, 2007, have been audited by PricewaterhouseCoopers LLP, independent registered public accounting firm, and have been furnished to Asset Manager 70%. Said Statement of Assets and Liabilities and Schedule of Investments fairly present the Fund's financial position as of such date and said Statement of Operations, Statement of Changes in Net Assets, and Financial Highlights fairly reflect its results of operations, changes in financial position, and financial highlights for the periods covered thereby in conformity with generally accepted accounting principles consistently applied;

(g) Advisor Asset Manager 70% has no known liabilities of a material nature, contingent or otherwise, other than those shown as belonging to it on its statement of assets and liabilities as of September 30, 2007 and those incurred in the ordinary course of Advisor Asset Manager 70%'s business as an investment company since September 30, 2007;

(h) [Reserved];

(i) All material contracts and commitments of Advisor Asset Manager 70% (other than this Agreement) will be terminated without liability to Advisor Asset Manager 70% prior to the Closing Date (other than those made in connection with redemptions of shares and the purchase and sale of portfolio securities made in the ordinary course of business);

(j) No consent, approval, authorization, or order of any court or governmental authority is required for the consummation by Advisor Asset Manager 70% of the transactions contemplated by this Agreement, except such as have been obtained under the Securities Act of 1933, as amended (the 1933 Act), the Securities Exchange Act of 1934, as amended (the 1934 Act), the 1940 Act, and state securities or blue sky laws (which term as used herein shall include the District of Columbia and Puerto Rico);

(k) Advisor Asset Manager 70% has filed or will file all federal and state tax returns which, to the knowledge of Advisor Asset Manager 70%'s officers, are required to be filed by Advisor Asset Manager 70% and has paid or will pay all federal and state taxes shown to be due on said returns or provision shall have been made for the payment thereof, and, to the best of Advisor Asset Manager 70%'s knowledge, no such return is currently under audit and no assessment has been asserted with respect to such returns;

(l) Advisor Asset Manager 70% has met the requirements of Subchapter M of the Code for qualification and treatment as a regulated investment company for all prior taxable years and intends to meet such requirements for its current taxable year ending on the Closing Date;

(m) All of the issued and outstanding shares of Advisor Asset Manager 70% are, and at the Closing Date will be, duly and validly issued and outstanding and fully paid and nonassessable as a matter of Massachusetts law (except as disclosed in the Fund's Statement of Additional Information), and have been offered for sale and in conformity with all applicable federal securities laws. All of the issued and outstanding shares of Advisor Asset Manager 70% will, at the Closing Date, be held by the persons and in the amounts set forth in the list of shareholders submitted to Asset Manager 70% in accordance with this Agreement;

(n) As of both the Valuation Time (as defined in Section 4) and the Closing Date, Advisor Asset Manager 70% will have the full right, power, and authority to sell, assign, transfer, and deliver its portfolio securities and any other assets of Advisor Asset Manager 70% to be transferred to Asset Manager 70% pursuant to this Agreement. As of the Closing Date, subject only to the delivery of Advisor Asset Manager 70%'s portfolio securities and any such other assets as contemplated by this Agreement, Asset Manager 70% will acquire Advisor Asset Manager 70%'s portfolio securities and any such other assets subject to no encumbrances, liens, or security interests (except for those that may arise in the ordinary course and are disclosed to Asset Manager 70%) and without any restrictions upon the transfer thereof; and

(o) The execution, performance, and delivery of this Agreement will have been duly authorized prior to the Closing Date by all necessary corporate action on the part of Advisor Asset Manager 70%, and this Agreement constitutes a valid and binding obligation of Advisor Asset Manager 70% enforceable in accordance with its terms.

2. REPRESENTATIONS AND WARRANTIES OF ASSET MANAGER 70%. Asset Manager 70% represents and warrants to and agrees with Advisor Asset Manager 70% that:

(a) Asset Manager 70% is a series of Fidelity Charles Street Trust, a business trust duly organized, validly existing, and in good standing under the laws of the Commonwealth of Massachusetts, and has the power to own all of its properties and assets and to carry out its obligations under this Agreement. It has all necessary federal, state, and local authorizations to carry on its business as now being conducted and to carry out this Agreement;

(b) Fidelity Charles Street Trust is an open-end, management investment company duly registered under the 1940 Act, and such registration is in full force and effect;

(c) The Prospectus and Statement of Additional Information of Asset Manager 70%, dated November 29, 2007, previously furnished to Advisor Asset Manager 70% did not and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;

(d) Except as disclosed in writing to Advisor Asset Manager 70%, there are no material legal, administrative, or other proceedings pending or, to the knowledge of Asset Manager 70%, threatened against Asset Manager 70% which assert liability on the part of Asset Manager 70%. Asset Manager 70% knows of no facts which might form the basis for the institution of such proceedings, except as otherwise disclosed to Advisor Asset Manager 70%;

(e) Asset Manager 70% is not in, and the execution, delivery, and performance of this Agreement will not result in, violation of any provision of its Amended and Restated Declaration of Trust or By-laws, or, to the knowledge of Asset Manager 70%, of any agreement, indenture, instrument, contract, lease, or other undertaking to which Asset Manager 70% is a party or by which Asset Manager 70% is bound or result in the acceleration of any obligation or the imposition of any penalty under any agreement, judgment, or decree to which Asset Manager 70% is a party or is bound;

(f) The Statement of Assets and Liabilities, the Statement of Operations, the Statement of Changes in Net Assets, Financial Highlights, and the Schedule of Investments (including market values) of Asset Manager 70% at September 30, 2007, have been audited by Deloitte & Touche LLP, independent registered public accounting firm, and have been furnished to Advisor Asset Manager 70%. Said Statement of Assets and Liabilities and Schedule of Investments fairly present its financial position as of such date and said Statement of Operations, Statement of Changes in Net Assets, and Financial Highlights fairly reflect its results of operations, changes in financial position, and financial highlights for the periods covered thereby in conformity with generally accepted accounting principles consistently applied;

(g) Asset Manager 70% has no known liabilities of a material nature, contingent or otherwise, other than those shown as belonging to it on its statement of assets and liabilities as of September 30, 2007 and those incurred in the ordinary course of Asset Manager 70%'s business as an investment company since September 30, 2007;

(h) No consent, approval, authorization, or order of any court or governmental authority is required for the consummation by Asset Manager 70% of the transactions contemplated by this Agreement, except such as have been obtained under the 1933 Act, the 1934 Act, the 1940 Act, and state securities or blue sky laws (which term as used herein shall include the District of Columbia and Puerto Rico);

(i) Asset Manager 70% has filed or will file all federal and state tax returns which, to the knowledge of Asset Manager 70%'s officers, are required to be filed by Asset Manager 70% and has paid or will pay all federal and state taxes shown to be due on said returns or provision shall have been made for the payment thereof, and, to the best of Asset Manager 70%'s knowledge, no such return is currently under audit and no assessment has been asserted with respect to such returns;

(j) Asset Manager 70% has met the requirements of Subchapter M of the Code for qualification and treatment as a regulated investment company for all prior taxable years and intends to meet such requirements for its current taxable year ending on September 30, 2008;

(k) As of the Closing Date, the shares of beneficial interest of Asset Manager 70% to be issued to Advisor Asset Manager 70% will have been duly authorized and, when issued and delivered pursuant to this Agreement, will be legally and validly issued and will be fully paid and nonassessable (except as disclosed in the Fund's Statement of Additional Information) by Asset Manager 70%, and no shareholder of Asset Manager 70% will have any preemptive right of subscription or purchase in respect thereof;

(l) The execution, performance, and delivery of this Agreement will have been duly authorized prior to the Closing Date by all necessary corporate action on the part of Asset Manager 70%, and this Agreement constitutes a valid and binding obligation of Asset Manager 70% enforceable in accordance with its terms;

(m) The registration statement (Registration Statement) filed with the Securities and Exchange Commission (Commission) by Fidelity Charles Street Trust on Form N-1A (i) complies in all material respects with the provisions of the 1933 Act, the 1934 Act, and the 1940 Act, and the rules and regulations thereunder, and (ii) does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and

(o) All of the issued and outstanding shares of beneficial interest of Asset Manager 70% have been offered for sale and sold in conformity with the federal securities laws.

3. REORGANIZATION.

(a) Subject to the terms and conditions contained herein, Advisor Asset Manager 70% agrees to assign, sell, convey, transfer, and deliver to Asset Manager 70% as of the Closing Date all of the assets of Advisor Asset Manager 70% of every kind and nature existing on the Closing Date. Asset Manager 70% agrees in exchange therefor: (i) to assume all of Advisor Asset Manager 70%'s liabilities existing on or after the Closing Date, whether or not determinable on the Closing Date, and (ii) to issue and deliver to Advisor Asset Manager 70% the number of full and fractional shares of Asset Manager 70% having an aggregate net asset value equal to the value of the assets of Advisor Asset Manager 70% transferred hereunder, less the value of the liabilities of Advisor Asset Manager 70%, determined as provided for under Section 4.

(b) The assets of Advisor Asset Manager 70% to be acquired by Asset Manager 70% shall include, without limitation, all cash, cash equivalents, securities, receivables (including interest or dividends receivables), claims, choses in action, and other property owned by Advisor Asset Manager 70%, and any deferred or prepaid expenses shown as an asset on the books of Advisor Asset Manager 70% on the Closing Date. Advisor Asset Manager 70% will pay or cause to be paid to Asset Manager 70% any dividend or interest payments received by it on or after the Closing Date with respect to the assets transferred to Asset Manager 70% hereunder, and Asset Manager 70% will retain any dividend or interest payments received by it after the Valuation Time with respect to the assets transferred hereunder without regard to the payment date thereof.

(c) The liabilities of Advisor Asset Manager 70% to be assumed by Asset Manager 70% shall include (except as otherwise provided for herein) all of Advisor Asset Manager 70%'s liabilities, debts, obligations, and duties, of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business, whether or not determinable on the Closing Date, and whether or not specifically referred to in this Agreement. Notwithstanding the foregoing, Advisor Asset Manager 70% agrees to use its best efforts to discharge all of its known liabilities prior to the Closing Date, other than liabilities incurred in the ordinary course of business.

(d) Pursuant to this Agreement, as soon after the Closing Date as is conveniently practicable, Advisor Asset Manager 70% will constructively distribute pro rata to its shareholders of record, determined as of the Valuation Time on the Closing Date, the Asset Manager 70% Shares in exchange for such shareholders' shares of beneficial interest in Advisor Asset Manager 70% and Advisor Asset Manager 70% will be liquidated in accordance with Advisor Asset Manager 70%'s Amended and Restated Declaration of Trust. Such distribution shall be accomplished by the Funds' transfer agent opening accounts on Asset Manager 70%'s share transfer books in the names of the Advisor Asset Manager 70% shareholders and transferring the Asset Manager 70% Shares thereto. Each Advisor Asset Manager 70% shareholder's account shall be credited with the respective pro rata number of full and fractional (rounded to the third decimal place) Asset Manager 70% Shares due that shareholder. All outstanding Advisor Asset Manager 70% shares, including any represented by certificates, shall simultaneously be canceled on Advisor Asset Manager 70%'s share transfer records. Asset Manager 70% shall not issue certificates representing the Asset Manager 70% Shares in connection with the Reorganization.

(e) Any reporting responsibility of Advisor Asset Manager 70% is and shall remain its responsibility up to and including the date on which it is terminated.

(f) Any transfer taxes payable upon issuance of the Asset Manager 70% shares in a name other than that of the registered holder on Advisor Asset Manager 70%'s books of the Advisor Asset Manager 70% shares constructively exchanged for the Asset Manager 70% Shares shall be paid by the person to whom such Asset Manager 70% Shares are to be issued, as a condition of such transfer.

4. VALUATION.

(a) The Valuation Time shall be as of the close of business of the New York Stock Exchange on the Closing Date, or such other date as may be mutually agreed upon in writing by the parties hereto (the Valuation Time).

(b) As of the Closing Date, Asset Manager 70% will deliver to Advisor Asset Manager 70% the number of Asset Manager 70% Shares having an aggregate net asset value equal to the value of the assets of Advisor Asset Manager 70% transferred hereunder less the liabilities of Advisor Asset Manager 70%, determined as provided in this Section 4.

(c) The net asset value per share of the Asset Manager 70% shares to be delivered to Advisor Asset Manager 70%, the value of the assets of Advisor Asset Manager 70% transferred hereunder, and the value of the liabilities of Advisor Asset Manager 70% to be assumed hereunder shall in each case be determined as of the Valuation Time.

(d) The net asset value per share of the Asset Manager 70% shares shall be computed in the manner set forth in the then-current Asset Manager 70% Prospectus and Statement of Additional Information, and the value of the assets and liabilities of Advisor Asset Manager 70% shall be computed in the manner set forth in the then-current Advisor Asset Manager 70% Prospectus and Statement of Additional Information.

(e) All computations pursuant to this Section shall be made by or under the direction of Fidelity Service Company, Inc., a wholly-owned subsidiary of FMR LLC, in accordance with its regular practice as pricing agent for Advisor Asset Manager 70% and Asset Manager 70%.

5. FEES; EXPENSES.

(a) Any expenses incurred in connection with the transactions contemplated by this Agreement which may be attributable to Advisor Asset Manager 70% will be borne by Advisor Asset Manager 70%. Expenses exceeding each class's expense cap will be paid by FMR (but not including costs incurred in connection with the purchase or sale of portfolio securities).

(b) Any expenses incurred in connection with the transactions contemplated by this Agreement which may be attributable to Asset Manager 70% will be borne by Asset Manager 70%.

(c) Each of Asset Manager 70% and Advisor Asset Manager 70% represents that there is no person who has dealt with it who by reason of such dealings is entitled to any broker's or finder's or other similar fee or commission arising out of the transactions contemplated by this Agreement.

6. CLOSING DATE.

(a) The Reorganization, together with related acts necessary to consummate the same (the Closing), unless otherwise provided herein, shall occur at the principal office of the Trusts, 82 Devonshire Street, Boston, Massachusetts, as of the Valuation Time on September 26, 2008, or at some other time, date, and place agreed to by Advisor Asset Manager 70% and Asset Manager 70% (the Closing Date).

(b) In the event that on the Closing Date: (i) any of the markets for securities held by the Funds is closed to trading, or (ii) trading thereon is restricted, or (iii) trading or the reporting of trading on said market or elsewhere is disrupted, all so that accurate appraisal of the total net asset value of Advisor Asset Manager 70% and the net asset value per share of Asset Manager 70% is impracticable, the Valuation Time and the Closing Date shall be postponed until the first business day after the day when such trading shall have been fully resumed and such reporting shall have been restored, or such other date as the parties may agree.

7. TERMINATION OF ADVISOR ASSET MANAGER 70%. Advisor Asset Manager 70% agrees that as soon as reasonably practicable after distribution of the Asset Manager 70% Shares, Advisor Asset Manager 70% shall be terminated as a series of Fidelity Charles Street Trust pursuant to its Amended and Restated Declaration of Trust, any further actions shall be taken in connection therewith as required by applicable law, and on and after the Closing Date Advisor Asset Manager 70% shall not conduct any business except in connection with its liquidation and termination.

8. CONDITIONS TO OBLIGATIONS OF ASSET MANAGER 70%.

(a) That Advisor Asset Manager 70% furnishes to Asset Manager 70% a statement, dated as of the Closing Date, signed by an officer of Fidelity Charles Street Trust, certifying that as of the Valuation Time and the Closing Date all representations and warranties of Advisor Asset Manager 70% made in this Agreement are true and correct in all material respects and that Advisor Asset Manager 70% has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such dates;

(b) That Advisor Asset Manager 70% furnishes Asset Manager 70% with copies of the resolutions, certified by an officer of Fidelity Charles Street Trust, evidencing the adoption of this Agreement and the approval of the transactions contemplated herein by the Board of Trustees of Fidelity Charles Street Trust on behalf of Advisor Asset Manager 70%;

(c) That, on or prior to the Closing Date, Advisor Asset Manager 70% will declare one or more dividends or distributions which, together with all previous such dividends or distributions attributable to its current taxable year, shall have the effect of distributing to the shareholders of Advisor Asset Manager 70% substantially all of Advisor Asset Manager 70%'s investment company taxable income and all of its net realized capital gain, if any, as of the Closing Date;

(d) That Advisor Asset Manager 70% shall deliver to Asset Manager 70% at the Closing a statement of its assets and liabilities, together with a list of its portfolio securities showing each such security's adjusted tax basis and holding period by lot, with values determined as provided in Section 4 of this Agreement, all as of the Valuation Time, certified on Advisor Asset Manager 70%'s behalf by its Treasurer or Assistant Treasurer;

(e) That Advisor Asset Manager 70%'s custodian shall deliver to Asset Manager 70% a certificate identifying the assets of Advisor Asset Manager 70% held by such custodian as of the Valuation Time on the Closing Date and stating that as of the Valuation Time: (i) the assets held by the custodian will be transferred to Asset Manager 70%; (ii) Advisor Asset Manager 70%'s assets have been duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof; and (iii) to the best of the custodian's knowledge, all applicable taxes (including stock transfer taxes, if any) in conjunction with the delivery of the assets, that the custodian has been notified are due, have been paid or provision for payment has been made;

(f) That Advisor Asset Manager 70%'s transfer agent shall deliver to Asset Manager 70% at the Closing a certificate setting forth the number of shares of Advisor Asset Manager 70% outstanding as of the Valuation Time and the name and address of each holder of record of any such shares and the number of shares held of record by each such shareholder;

(g) [Reserved];

(h) That Advisor Asset Manager 70% delivers to Asset Manager 70% a certificate of an officer of Fidelity Charles Street Trust, dated as of the Closing Date, that there has been no material adverse change in Advisor Asset Manager 70%'s financial position since September 30, 2007, other than changes in the market value of its portfolio securities, or changes due to net redemptions of its shares, dividends paid, or losses from operations; and

(i) That all of the issued and outstanding shares of beneficial interest of Advisor Asset Manager 70% shall have been offered for sale and sold in conformity with all applicable state securities laws and, to the extent that any audit of the records of Advisor Asset Manager 70% or its transfer agent by Asset Manager 70% or its agents shall have revealed otherwise, Advisor Asset Manager 70% shall have taken all actions that in the opinion of Asset Manager 70% are necessary to remedy any prior failure on the part of Advisor Asset Manager 70% to have offered for sale and sold such shares in conformity with such laws.

9. CONDITIONS TO OBLIGATIONS OF ADVISOR ASSET MANAGER 70%.

(a) That Asset Manager 70% shall have executed and delivered to Advisor Asset Manager 70% an Assumption of Liabilities, certified by an officer of Fidelity Charles Street Trust, dated as of the Closing Date pursuant to which Asset Manager 70% will assume all of the liabilities of Advisor Asset Manager 70% existing at the Valuation Time in connection with the transactions contemplated by this Agreement;

(b) That Asset Manager 70% furnishes to Advisor Asset Manager 70% a statement, dated as of the Closing Date, signed by an officer of Fidelity Charles Street Trust, certifying that as of the Valuation Time and the Closing Date all representations and warranties of Asset Manager 70% made in this Agreement are true and correct in all material respects, and Asset Manager 70% has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such dates; and

(c) That Advisor Asset Manager 70% shall have received an opinion of Dechert LLP, counsel to Advisor Asset Manager 70% and Asset Manager 70%, to the effect that the Asset Manager 70% shares are duly authorized and upon delivery to Advisor Asset Manager 70% as provided in this Agreement will be validly issued and will be fully paid and nonassessable by Asset Manager 70% (except as disclosed in Asset Manager 70%'s Statement of Additional Information) and no shareholder of Asset Manager 70% has any preemptive right of subscription or purchase in respect thereof.

10. CONDITIONS TO OBLIGATIONS OF ASSET MANAGER 70% AND ADVISOR ASSET MANAGER 70%.

(a) That this Agreement shall have been adopted;

(b) That all consents of other parties and all other consents, orders, and permits of federal, state, and local regulatory authorities (including those of the Commission and of state Blue Sky and securities authorities, which term as used herein shall include the District of Columbia and Puerto Rico, and including "no action" positions of such federal or state authorities) deemed necessary by Asset Manager 70% or Advisor Asset Manager 70% to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order, or permit would not involve a risk of a material adverse effect on the assets or properties of Asset Manager 70% or Advisor Asset Manager 70%, provided that either party hereto may for itself waive any of such conditions;

(c) That all proceedings taken by either Fund in connection with the transactions contemplated by this Agreement and all documents incidental thereto shall be satisfactory in form and substance to it and its counsel, Dechert LLP;

(d) That there shall not be any material litigation pending with respect to the matters contemplated by this Agreement;

(e) That the Registration Statement continues to be effective under the 1933 Act, and no stop order suspending such effectiveness shall have been instituted or, to the knowledge of Asset Manager 70% and Advisor Asset Manager 70%, threatened by the Commission; and

(f) That Asset Manager 70% and Advisor Asset Manager 70% shall have received an opinion of Dechert LLP satisfactory to Asset Manager 70% and Advisor Asset Manager 70% that for federal income tax purposes:

(i) The acquisition by Asset Manager 70% of substantially all of the properties of Advisor Asset Manager 70% in exchange solely for Asset Manager 70% Shares and the assumption of all liabilities of Advisor Asset Manager 70% by Asset Manager 70% followed by the distribution of Asset Manager 70% Shares to the Advisor Asset Manager 70% shareholders in exchange for their Advisor Asset Manager 70% shares in complete liquidation and termination of Advisor Asset Manager 70% will constitute a tax-free reorganization under Section 368(a) of the Code;

(ii) Advisor Asset Manager 70% will not recognize gain or loss upon the transfer of substantially all of its assets to Asset Manager 70% in exchange solely for Asset Manager 70% Shares and the assumption of all liabilities of Advisor Asset Manager 70%, except that Advisor Asset Manager 70% may be required to recognize gain or loss with respect to contracts described in Section 1256(b) of the Code or stock in a passive foreign investment company, as defined in Section 1297(a) of the Code.;

(iii) Advisor Asset Manager 70% will not recognize gain or loss upon the distribution to its shareholders of the Asset Manager 70% Shares received by Advisor Asset Manager 70% in the Reorganization;

(iv) Asset Manager 70% will recognize no gain or loss upon receiving the properties of Asset Manager 70% in exchange solely for Asset Manager 70% Shares and the assumption of all liabilities of Advisor Asset Manager 70%;

(v) The adjusted basis to Asset Manager 70% of the properties of Advisor Asset Manager 70% received by Asset Manager 70% in the Reorganization will be the same as the adjusted basis of those properties in the hands of Advisor Asset Manager 70% immediately before the exchange;

(vi) Asset Manager 70%'s holding periods with respect to the properties of Advisor Asset Manager 70% that Asset Manager 70% acquires in the Reorganization will include the respective periods for which those properties were held by Advisor Asset Manager 70% (except where investment activities of Asset Manager 70% have the effect of reducing or eliminating a holding period with respect to an asset);

(vii) The Advisor Asset Manager 70% shareholders will recognize no gain or loss upon receiving Asset Manager 70% Shares solely in exchange for Advisor Asset Manager 70% shares;

(viii) The aggregate basis of the Asset Manager 70% Shares received by an Advisor Asset Manager 70% shareholder in the Reorganization will be the same as the aggregate basis of Advisor Asset Manager 70% shares surrendered by the Advisor Asset Manager 70% shareholder in exchange therefor;

(ix) An Advisor Asset Manager 70% shareholder's holding period for the Asset Manager 70% Shares received by the Advisor Asset Manager 70% shareholder in the Reorganization will include the holding period during which the Advisor Asset Manager 70% shareholder held Advisor Asset Manager 70% shares surrendered in exchange therefor, provided that the Advisor Asset Manager 70% shareholder held such shares as a capital asset on the date of the Reorganization.

Notwithstanding anything herein to the contrary, neither Advisor Asset Manager 70% nor Asset Manager 70% may waive the conditions set forth in this subsection 10(f).

11. COVENANTS OF ASSET MANAGER 70% AND ADVISOR ASSET MANAGER 70%.

(a) Asset Manager 70% and Advisor Asset Manager 70% each covenants to operate its respective business in the ordinary course between the date hereof and the Closing Date, it being understood that such ordinary course of business will include the payment of customary dividends and distributions;

(b) Advisor Asset Manager 70% covenants that it is not acquiring the Asset Manager 70% shares for the purpose of making any distribution other than in accordance with the terms of this Agreement;

(c) Advisor Asset Manager 70% covenants that it will assist Asset Manager 70% in obtaining such information as Asset Manager 70% reasonably requests concerning the beneficial ownership of Advisor Asset Manager 70%'s shares; and

(d) Advisor Asset Manager 70% covenants that its liquidation and termination will be effected in the manner provided in its Amended and Restated Declaration of Trust in accordance with applicable law and after the Closing Date, Advisor Asset Manager 70% will not conduct any business except in connection with its liquidation and termination.

12. TERMINATION; WAIVER.

Asset Manager 70% and Advisor Asset Manager 70% may terminate this Agreement by mutual agreement. In addition, either Asset Manager 70% or Advisor Asset Manager 70% may at its option terminate this Agreement at or prior to the Closing Date because:

(i) of a material breach by the other of any representation, warranty, or agreement contained herein to be performed at or prior to the Closing Date; or

(ii) a condition herein expressed to be precedent to the obligations of the terminating party has not been met and it reasonably appears that it will not or cannot be met.

In the event of any such termination, there shall be no liability for damages on the part of Advisor Asset Manager 70% or Asset Manager 70%, or their respective Trustees or officers.

13. SOLE AGREEMENT; AMENDMENTS; WAIVERS; SURVIVAL OF WARRANTIES.

(a) This Agreement supersedes all previous correspondence and oral communications between the parties regarding the subject matter hereof, constitutes the only understanding with respect to such subject matter, may not be changed except by a letter of agreement signed by each party hereto and shall be construed in accordance with and governed by the laws of the Commonwealth of Massachusetts.

(b) This Agreement may be amended, modified, or supplemented in such manner as may be mutually agreed upon in writing by the respective President, any Vice President, or Treasurer of Asset Manager 70% or Advisor Asset Manager 70%.

(c) Either Fund may waive any condition to its obligations hereunder, provided that such waiver does not have any material adverse effect on the interests of such Fund's shareholders.

The representations, warranties, and covenants contained in the Agreement, or in any document delivered pursuant hereto or in connection herewith, shall survive the consummation of the transactions contemplated hereunder.

14. DECLARATIONS OF TRUST.

A copy of each Fund's Declaration of Trust, as restated and amended, is on file with the Secretary of the Commonwealth of Massachusetts, and notice is hereby given that this instrument is executed on behalf of the Trustees of each Fund as trustees and not individually and that the obligations of each Fund under this instrument are not binding upon any of such Fund's Trustees, officers, or shareholders individually but are binding only upon the assets and property of such Fund. Each Fund agrees that its obligations hereunder apply only to such Fund and not to its shareholders individually or to the Trustees of such Fund.

15. ASSIGNMENT.

This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but no assignment or transfer of any rights or obligations hereunder shall be made by any party without the written consent of the other parties. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm, or corporation other than the parties hereto and their respective successors and assigns any rights or remedies under or by reason of this Agreement.

This Agreement may be executed in any number of counterparts, each of which, when executed and delivered, shall be deemed to be an original.

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed by an appropriate officer.

FIDELITY CHARLES STREET TRUST

on behalf of Fidelity Advisor Asset Manager 70%

/s/ John R. Hebble

John R. Hebble

President and Treasurer

FIDELITY CHARLES STREET TRUST

on behalf of Fidelity Asset Manager 70%

/s/ John R. Hebble

John R. Hebble

President and Treasurer

EX-99.77Q1 OTHR EXHB 5 q77q1_subadvisory.htm SUBADVISORY

SUB-ADVISORY AGREEMENT

between

FIDELITY MANAGEMENT & RESEARCH COMPANY

and

FIDELITY MANAGEMENT & RESEARCH (Japan), INC.

AGREEMENT made this 29th day of September, 2008, by and between Fidelity Management & Research Company, a Massachusetts corporation with principal offices at 82 Devonshire Street, Boston, Massachusetts (hereinafter called the "Advisor"), and Fidelity Management & Research (Japan), Inc. (hereinafter called the "Sub-Advisor").

WHEREAS the Advisor has entered into various management contracts (each a "Management Contract") with those Massachusetts business trusts and Delaware statutory trusts, each a registered investment company issuing one or more series of shares of beneficial interest (each a "Trust") on behalf of each of their respective portfolios listed on Schedule A attached hereto, as the same may be amended from time to time (each a "Portfolio"), pursuant to which the Advisor acts as investment manager to each of the Portfolios; and

WHEREAS the Sub-Advisor and its subsidiaries and other affiliated persons have personnel in various locations throughout the world and have been formed in part for the purpose of researching and compiling information and recommendations with respect to the economies of various countries, and securities of issuers located in such countries, and providing investment advisory services in connection therewith;

NOW, THEREFORE, in consideration of the premises and the mutual promises hereinafter set forth, the Trust, the Advisor and the Sub-Advisor agree as follows:

1. Duties: The Advisor may, in its discretion, appoint the Sub-Advisor to perform one or more of the following services with respect to all or a portion of the investments of the Portfolio. The services and the portion of the investments of the Portfolio to be advised or managed by the Sub-Advisor shall be as agreed upon from time to time by the Advisor and the Sub-Advisor. The Sub-Advisor shall pay the salaries and fees of all personnel of the Sub-Advisor performing services for the Portfolio relating to research, statistical and investment activities.

(a) Investment Advice: If and to the extent requested by the Advisor, the Sub-Advisor shall provide investment advice to the Portfolio and the Advisor with respect to all or a portion of the investments of the Portfolio, and in connection with such advice shall furnish the Portfolio and the Advisor such factual information, research reports and investment recommendations as the Advisor may reasonably require. Such information may include written and oral reports and analyses.

(b) Investment Management: If and to the extent requested by the Advisor, the Sub-Advisor shall, subject to the supervision of the Advisor, manage all or a portion of the investments of the Portfolio in accordance with the investment objective, policies and limitations provided in the Portfolio's Prospectus or other governing instruments, as amended from time to time, the Investment Company Act of 1940 (the "1940 Act") and rules thereunder, as amended from time to time, and such other limitations as the Trust or Advisor may impose with respect to the Portfolio by notice to the Sub-Advisor. With respect to the portion of the investments of the Portfolio under its management, the Sub-Advisor is authorized to make investment decisions on behalf of the Portfolio with regard to any stock, bond, other security or investment instrument, and to place orders for the purchase and sale of such securities through such broker-dealers as the Sub-Advisor may select. The Sub-Advisor may also be authorized, but only to the extent such duties are delegated in writing by the Advisor, to provide additional investment management services to the Portfolio, including but not limited to services such as managing foreign currency investments, purchasing and selling or writing futures and options contracts, borrowing money or lending securities on behalf of the Portfolio. All investment management and any other activities of the Sub-Advisor shall at all times be subject to the control and direction of the Advisor and the Trust's Board of Trustees.

(c) Subsidiaries and Affiliates: The Sub-Advisor may perform any or all of the services contemplated by this Agreement directly or through such of its subsidiaries or other affiliated persons as the Sub-Advisor shall determine; provided, however, that performance of such services through such subsidiaries or other affiliated persons shall have been approved by the Trust to the extent required pursuant to the 1940 Act and rules thereunder.

2. Information to be Provided to the Trust and the Advisor: The Sub-Advisor shall furnish such reports, evaluations, information or analyses to the Trust and the Advisor as the Trust's Board of Trustees or the Advisor may reasonably request from time to time, or as the Sub-Advisor may deem to be desirable.

3. Brokerage: In connection with the services provided under subparagraph (b) of paragraph 1 of this Agreement, the Sub-Advisor shall place all orders for the purchase and sale of portfolio securities for the Portfolio's account with brokers or dealers selected by the Sub-Advisor, which may include brokers or dealers affiliated with the Advisor or Sub-Advisor. The Sub-Advisor shall use its best efforts to seek to execute portfolio transactions at prices which are advantageous to the Portfolio and at commission rates which are reasonable in relation to the benefits received. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Portfolio and/or to the other accounts over which the Sub-Advisor or Advisor exercise investment discretion. The Sub-Advisor is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Portfolio which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Sub-Advisor determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Sub-Advisor has with respect to accounts over which it exercises investment discretion. The Trustees of the Trust shall periodically review the commissions paid by the Portfolio to determine if the commissions paid over representative periods of time were reasonable in relation to the benefits to the Portfolio.

4. Compensation: The Advisor shall compensate the Sub-Advisor on the following basis for the services to be furnished hereunder.

(a) Investment Advisory Fee: For services provided under subparagraph (a) of paragraph 1 of this Agreement, the Advisor agrees to pay the Sub-Advisor a monthly Sub-Advisory Fee. The Sub-Advisory Fee shall be equal to 110% of the Sub-Advisor's costs incurred in connection with rendering the services referred to in subparagraph (a) of paragraph 1 of this Agreement. The Sub-Advisory Fee shall not be reduced to reflect expense reimbursements or fee waivers by the Advisor, if any, in effect from time to time.

(b) Investment Management Fee: For services provided under subparagraph (b) of paragraph 1 of this Agreement, the Advisor agrees to pay the Sub-Advisor a monthly Investment Management Fee. The Investment Management Fee shall be equal to: (i) 50% of the monthly management fee rate (including performance adjustments, if any) that the Portfolio is obligated to pay the Advisor under its Management Contract with the Advisor, multiplied by: (ii) the fraction equal to the net assets of the Portfolio as to which the Sub-Advisor shall have provided investment management services divided by the net assets of the Portfolio for that month; provided, however, that the Investment Management Fee paid to the Sub-Advisor for any period hereunder shall in all circumstances be an amount not less than 110% of the Sub-Advisor's costs incurred in connection with rendering the services referred to in subparagraph (b) of paragraph 1 of this Agreement (but in no event will the Investment Management Fee paid to the Sub-Advisor exceed the management fee paid to the Advisor pursuant to its management contract with respect to the Portfolio) (the minimum fee described in this proviso being referred to herein as the "Minimum Investment Management Fee"). If in any fiscal year the aggregate expenses of the Portfolio exceed any applicable expense limitation imposed by any state or federal securities laws or regulations, and the Advisor waives all or a portion of its management fee or reimburses the Portfolio for expenses to the extent required to satisfy such limitation, the Investment Management Fee paid to the Sub-Advisor will be reduced by 50% of the amount of such waivers or reimbursements multiplied by the fraction determined in (ii), subject to the Minimum Investment Management Fee. If the Sub-Advisor reduces its fees to reflect such waivers or reimbursements and the Advisor subsequently recovers all or any portion of such waivers or reimbursements, then the Sub-Advisor shall be entitled to receive from the Advisor a proportionate share of the amount recovered.

(c) Provision of Multiple Services: If the Sub-Advisor shall have provided both investment advisory services under subparagraph (a) and investment management services under subparagraph (b) of paragraph (1) for the same portion of the investments of the Portfolio for the same period, the fees paid to the Sub-Advisor with respect to such investments shall be calculated exclusively under subparagraph (b) of this paragraph 4.

5. Expenses: It is understood that the Portfolio will pay all of its expenses other than those expressly stated to be payable by the Sub-Advisor hereunder or by the Advisor under the Management Contract with the Portfolio.

6. Interested Persons: It is understood that Trustees, officers, and shareholders of the Trust are or may be or become interested in the Advisor or the Sub-Advisor as directors, officers or otherwise and that directors, officers and stockholders of the Advisor or the Sub-Advisor are or may be or become similarly interested in the Trust, and that the Advisor or the Sub-Advisor may be or become interested in the Trust as a shareholder or otherwise.

7. Services to Other Companies or Accounts: The services of the Sub-Advisor to the Advisor are not to be deemed to be exclusive, the Sub-Advisor being free to render services to others and engage in other activities, provided, however, that such other services and activities do not, during the term of this Agreement, interfere, in a material manner, with the Sub-Advisor's ability to meet all of its obligations hereunder. The Sub-Advisor shall for all purposes be an independent contractor and not an agent or employee of the Advisor or the Trust.

8. Standard of Care: In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Sub-Advisor, the Sub-Advisor shall not be subject to liability to the Advisor, the Trust or to any shareholder of the Portfolio for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security.

9. Duration and Termination of Agreement; Amendments:

(a) Subject to prior termination as provided in subparagraph (d) of this paragraph 9, this Agreement shall continue in force until June 30, 2009 and indefinitely thereafter, but only so long as the continuance after such period shall be specifically approved at least annually by vote of the Trust's Board of Trustees or by vote of a majority of the outstanding voting securities of the Portfolio.

(b) This Agreement may be modified by mutual consent of the Advisor, the Sub-Advisor and the Portfolio subject to the provisions of Section 15 of the 1940 Act, as modified by or interpreted by any applicable order or orders of the Securities and Exchange Commission (the "Commission") or any rules or regulations adopted by, or interpretative releases or no-action letters of, the Commission or its staff.

(c) In addition to the requirements of subparagraphs (a) and (b) of this paragraph 9, the terms of any continuance or modification of this Agreement must have been approved by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval.

(d) Either the Advisor, the Sub-Advisor or the Portfolio may, at any time on sixty (60) days' prior written notice to the other parties, terminate this Agreement, without payment of any penalty, by action of its Board of Trustees or Directors, or with respect to the Portfolio by vote of a majority of its outstanding voting securities. This Agreement shall terminate automatically in the event of its assignment.

10. Limitation of Liability: The Sub-Advisor is hereby expressly put on notice of the limitation of shareholder liability as set forth in the Declaration of Trust or other organizational document of the Trust and agrees that any obligations of the Trust or the Portfolio arising in connection with this Agreement shall be limited in all cases to the Portfolio and its assets, and the Sub-Advisor shall not seek satisfaction of any such obligation from the shareholders or any shareholder of the Portfolio. Nor shall the Sub-Advisor seek satisfaction of any such obligation from the Trustees or any individual Trustee.

11. Governing Law: This Agreement shall be governed by, and construed in accordance with, the laws of the Commonwealth of Massachusetts, without giving effect to the choice of laws provisions thereof.

The terms "registered investment company," "vote of a majority of the outstanding voting securities," "assignment," and "interested persons," when used herein, shall have the respective meanings specified in the 1940 Act as now in effect or as hereafter amended, and subject to such orders or no-action letters as may be granted by the Commission or its staff.

IN WITNESS WHEREOF the parties hereto have caused this instrument to be signed in their behalf by their respective officers thereunto duly authorized, and their respective seals to be hereunto affixed, all as of the date written above.

FIDELITY MANAGEMENT & RESEARCH (Japan), INC.

BY:

/s/JS Wynant

JS Wynant

Treasurer

FIDELITY MANAGEMENT & RESEARCH COMPANY

BY:

/s/JS Wynant

JS Wynant

Vice President

EX-99.77Q1 OTHR EXHB 6 q77q1_subadvisorycontract.htm SUBADVISORY CONTRACT

SUB-ADVISORY AGREEMENT

between

FIDELITY MANAGEMENT & RESEARCH COMPANY

and

FIDELITY MANAGEMENT & RESEARCH (U.K.) INC.

AGREEMENT made this 19th day of June, 2008, by and between Fidelity Management & Research Company, a Massachusetts corporation with principal offices at 82 Devonshire Street, Boston, Massachusetts (hereinafter called the "Advisor"), and Fidelity Management & Research (U.K.) Inc. (hereinafter called the "Sub-Advisor").

WHEREAS the Advisor has entered into various management contracts (each a "Management Contract") with those Massachusetts business trusts and Delaware statutory trusts, each a registered investment company issuing one or more series of shares of beneficial interest (each a "Trust") on behalf of each of their respective portfolios listed on Schedule A attached hereto, as the same may be amended from time to time (each a "Portfolio"), pursuant to which the Advisor acts as investment manager to each of the Portfolios; and

WHEREAS the Sub-Advisor and its subsidiaries and other affiliated persons have personnel in various locations throughout the world and have been formed in part for the purpose of researching and compiling information and recommendations with respect to the economies of various countries, and securities of issuers located in such countries, and providing investment advisory services in connection therewith;

NOW, THEREFORE, in consideration of the premises and the mutual promises hereinafter set forth, the Trust, the Advisor and the Sub-Advisor agree as follows:

1. Duties: The Advisor may, in its discretion, appoint the Sub-Advisor to perform one or more of the following services with respect to all or a portion of the investments of the Portfolio. The services and the portion of the investments of the Portfolio to be advised or managed by the Sub-Advisor shall be as agreed upon from time to time by the Advisor and the Sub-Advisor. The Sub-Advisor shall pay the salaries and fees of all personnel of the Sub-Advisor performing services for the Portfolio relating to research, statistical and investment activities.

(a) Investment Advice: If and to the extent requested by the Advisor, the Sub-Advisor shall provide investment advice to the Portfolio and the Advisor with respect to all or a portion of the investments of the Portfolio, and in connection with such advice shall furnish the Portfolio and the Advisor such factual information, research reports and investment recommendations as the Advisor may reasonably require. Such information may include written and oral reports and analyses.

(b) Investment Management: If and to the extent requested by the Advisor, the Sub-Advisor shall, subject to the supervision of the Advisor, manage all or a portion of the investments of the Portfolio in accordance with the investment objective, policies and limitations provided in the Portfolio's Prospectus or other governing instruments, as amended from time to time, the Investment Company Act of 1940 (the "1940 Act") and rules thereunder, as amended from time to time, and such other limitations as the Trust or Advisor may impose with respect to the Portfolio by notice to the Sub-Advisor. With respect to the portion of the investments of the Portfolio under its management, the Sub-Advisor is authorized to make investment decisions on behalf of the Portfolio with regard to any stock, bond, other security or investment instrument, and to place orders for the purchase and sale of such securities through such broker-dealers as the Sub-Advisor may select. The Sub-Advisor may also be authorized, but only to the extent such duties are delegated in writing by the Advisor, to provide additional investment management services to the Portfolio, including but not limited to services such as managing foreign currency investments, purchasing and selling or writing futures and options contracts, borrowing money or lending securities on behalf of the Portfolio. All investment management and any other activities of the Sub-Advisor shall at all times be subject to the control and direction of the Advisor and the Trust's Board of Trustees.

(c) Subsidiaries and Affiliates: The Sub-Advisor may perform any or all of the services contemplated by this Agreement directly or through such of its subsidiaries or other affiliated persons as the Sub-Advisor shall determine; provided, however, that performance of such services through such subsidiaries or other affiliated persons shall have been approved by the Trust to the extent required pursuant to the 1940 Act and rules thereunder.

2. Information to be Provided to the Trust and the Advisor: The Sub-Advisor shall furnish such reports, evaluations, information or analyses to the Trust and the Advisor as the Trust's Board of Trustees or the Advisor may reasonably request from time to time, or as the Sub-Advisor may deem to be desirable.

3. Brokerage: In connection with the services provided under subparagraph (b) of paragraph 1 of this Agreement, the Sub-Advisor shall place all orders for the purchase and sale of portfolio securities for the Portfolio's account with brokers or dealers selected by the Sub-Advisor, which may include brokers or dealers affiliated with the Advisor or Sub-Advisor. The Sub-Advisor shall use its best efforts to seek to execute portfolio transactions at prices which are advantageous to the Portfolio and at commission rates which are reasonable in relation to the benefits received. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Portfolio and/or to the other accounts over which the Sub-Advisor or Advisor exercise investment discretion. The Sub-Advisor is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Portfolio which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Sub-Advisor determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Sub-Advisor has with respect to accounts over which it exercises investment discretion. The Trustees of the Trust shall periodically review the commissions paid by the Portfolio to determine if the commissions paid over representative periods of time were reasonable in relation to the benefits to the Portfolio.

4. Compensation: The Advisor shall compensate the Sub-Advisor on the following basis for the services to be furnished hereunder.

(a) Investment Advisory Fee: For services provided under subparagraph (a) of paragraph 1 of this Agreement, the Advisor agrees to pay the Sub-Advisor a monthly Sub-Advisory Fee. The Sub-Advisory Fee shall be equal to 110% of the Sub-Advisor's costs incurred in connection with rendering the services referred to in subparagraph (a) of paragraph 1 of this Agreement. The Sub-Advisory Fee shall not be reduced to reflect expense reimbursements or fee waivers by the Advisor, if any, in effect from time to time.

(b) Investment Management Fee: For services provided under subparagraph (b) of paragraph 1 of this Agreement, the Advisor agrees to pay the Sub-Advisor a monthly Investment Management Fee. The Investment Management Fee shall be equal to: (i) 50% of the monthly management fee rate (including performance adjustments, if any) that the Portfolio is obligated to pay the Advisor under its Management Contract with the Advisor, multiplied by: (ii) the fraction equal to the net assets of the Portfolio as to which the Sub-Advisor shall have provided investment management services divided by the net assets of the Portfolio for that month; provided, however, that the Investment Management Fee paid to the Sub-Advisor for any period hereunder shall in all circumstances be an amount not less than 110% of the Sub-Advisor's costs incurred in connection with rendering the services referred to in subparagraph (b) of paragraph 1 of this Agreement (but in no event will the Investment Management Fee paid to the Sub-Advisor exceed the management fee paid to the Advisor pursuant to its management contract with respect to the Portfolio) (the minimum fee described in this proviso being referred to herein as the "Minimum Investment Management Fee"). If in any fiscal year the aggregate expenses of the Portfolio exceed any applicable expense limitation imposed by any state or federal securities laws or regulations, and the Advisor waives all or a portion of its management fee or reimburses the Portfolio for expenses to the extent required to satisfy such limitation, the Investment Management Fee paid to the Sub-Advisor will be reduced by 50% of the amount of such waivers or reimbursements multiplied by the fraction determined in (ii), subject to the Minimum Investment Management Fee. If the Sub-Advisor reduces its fees to reflect such waivers or reimbursements and the Advisor subsequently recovers all or any portion of such waivers or reimbursements, then the Sub-Advisor shall be entitled to receive from the Advisor a proportionate share of the amount recovered.

(c) Provision of Multiple Services: If the Sub-Advisor shall have provided both investment advisory services under subparagraph (a) and investment management services under subparagraph (b) of paragraph (1) for the same portion of the investments of the Portfolio for the same period, the fees paid to the Sub-Advisor with respect to such investments shall be calculated exclusively under subparagraph (b) of this paragraph 4.

5. Expenses: It is understood that the Portfolio will pay all of its expenses other than those expressly stated to be payable by the Sub-Advisor hereunder or by the Advisor under the Management Contract with the Portfolio.

6. Interested Persons: It is understood that Trustees, officers, and shareholders of the Trust are or may be or become interested in the Advisor or the Sub-Advisor as directors, officers or otherwise and that directors, officers and stockholders of the Advisor or the Sub-Advisor are or may be or become similarly interested in the Trust, and that the Advisor or the Sub-Advisor may be or become interested in the Trust as a shareholder or otherwise.

7. Services to Other Companies or Accounts: The services of the Sub-Advisor to the Advisor are not to be deemed to be exclusive, the Sub-Advisor being free to render services to others and engage in other activities, provided, however, that such other services and activities do not, during the term of this Agreement, interfere, in a material manner, with the Sub-Advisor's ability to meet all of its obligations hereunder. The Sub-Advisor shall for all purposes be an independent contractor and not an agent or employee of the Advisor or the Trust.

8. Standard of Care: In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Sub-Advisor, the Sub-Advisor shall not be subject to liability to the Advisor, the Trust or to any shareholder of the Portfolio for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security.

9. Duration and Termination of Agreement; Amendments:

(a) Subject to prior termination as provided in subparagraph (d) of this paragraph 9, this Agreement shall continue in force until June 30, 2009 and indefinitely thereafter, but only so long as the continuance after such period shall be specifically approved at least annually by vote of the Trust's Board of Trustees or by vote of a majority of the outstanding voting securities of the Portfolio.

(b) This Agreement may be modified by mutual consent of the Advisor, the Sub-Advisor and the Portfolio subject to the provisions of Section 15 of the 1940 Act, as modified by or interpreted by any applicable order or orders of the Securities and Exchange Commission (the "Commission") or any rules or regulations adopted by, or interpretative releases or no-action letters of, the Commission or its staff.

(c) In addition to the requirements of subparagraphs (a) and (b) of this paragraph 9, the terms of any continuance or modification of this Agreement must have been approved by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval.

(d) Either the Advisor, the Sub-Advisor or the Portfolio may, at any time on sixty (60) days' prior written notice to the other parties, terminate this Agreement, without payment of any penalty, by action of its Board of Trustees or Directors, or with respect to the Portfolio by vote of a majority of its outstanding voting securities. This Agreement shall terminate automatically in the event of its assignment.

10. Limitation of Liability: The Sub-Advisor is hereby expressly put on notice of the limitation of shareholder liability as set forth in the Declaration of Trust or other organizational document of the Trust and agrees that any obligations of the Trust or the Portfolio arising in connection with this Agreement shall be limited in all cases to the Portfolio and its assets, and the Sub-Advisor shall not seek satisfaction of any such obligation from the shareholders or any shareholder of the Portfolio. Nor shall the Sub-Advisor seek satisfaction of any such obligation from the Trustees or any individual Trustee.

11. Governing Law: This Agreement shall be governed by, and construed in accordance with, the laws of the Commonwealth of Massachusetts, without giving effect to the choice of laws provisions thereof.

The terms "registered investment company," "vote of a majority of the outstanding voting securities," "assignment," and "interested persons," when used herein, shall have the respective meanings specified in the 1940 Act as now in effect or as hereafter amended, and subject to such orders or no-action letters as may be granted by the Commission or its staff.

IN WITNESS WHEREOF the parties hereto have caused this instrument to be signed in their behalf by their respective officers thereunto duly authorized, and their respective seals to be hereunto affixed, all as of the date written above.

FIDELITY MANAGEMENT & RESEARCH (U.K.) INC.

BY:

/s/ JS Wynant

JS Wynant

Treasurer

FIDELITY MANAGEMENT & RESEARCH COMPANY

BY:

/s/ JS Wynant

JS Wynant

Vice President

EX-99.77Q2 ITEM 405 7 q77q2_subadvisory4.htm SUBADVISORY4

SUB-ADVISORY AGREEMENT

between

FIDELITY MANAGEMENT & RESEARCH COMPANY

and

FIDELITY MANAGEMENT & RESEARCH (Hong Kong) Limited

AGREEMENT made this 9th day of September, 2008, by and between Fidelity Management & Research Company, a Massachusetts corporation with principal offices at 82 Devonshire Street, Boston, Massachusetts (hereinafter called the "Advisor"), and Fidelity Management & Research (Hong Kong) Limited (hereinafter called the "Sub-Advisor").

WHEREAS the Advisor has entered into various management contracts (each a "Management Contract") with those Massachusetts business trusts and Delaware statutory trusts, each a registered investment company issuing one or more series of shares of beneficial interest (each a "Trust") on behalf of each of their respective portfolios listed on Schedule A attached hereto, as the same may be amended from time to time (each a "Portfolio"), pursuant to which the Advisor acts as investment manager to each of the Portfolios; and

WHEREAS the Sub-Advisor and its subsidiaries and other affiliated persons have personnel in various locations throughout the world and have been formed in part for the purpose of researching and compiling information and recommendations with respect to the economies of various countries, and securities of issuers located in such countries, and providing investment advisory services in connection therewith;

NOW, THEREFORE, in consideration of the premises and the mutual promises hereinafter set forth, the Trust, the Advisor and the Sub-Advisor agree as follows:

1. Duties: The Advisor may, in its discretion, appoint the Sub-Advisor to perform one or more of the following services with respect to all or a portion of the investments of the Portfolio. The services and the portion of the investments of the Portfolio to be advised or managed by the Sub-Advisor shall be as agreed upon from time to time by the Advisor and the Sub-Advisor. The Sub-Advisor shall pay the salaries and fees of all personnel of the Sub-Advisor performing services for the Portfolio relating to research, statistical and investment activities.

(a) Investment Advice: If and to the extent requested by the Advisor, the Sub-Advisor shall provide investment advice to the Portfolio and the Advisor with respect to all or a portion of the investments of the Portfolio, and in connection with such advice shall furnish the Portfolio and the Advisor such factual information, research reports and investment recommendations as the Advisor may reasonably require. Such information may include written and oral reports and analyses.

(b) Investment Management: If and to the extent requested by the Advisor, the Sub-Advisor shall, subject to the supervision of the Advisor, manage all or a portion of the investments of the Portfolio in accordance with the investment objective, policies and limitations provided in the Portfolio's Prospectus or other governing instruments, as amended from time to time, the Investment Company Act of 1940 (the "1940 Act") and rules thereunder, as amended from time to time, and such other limitations as the Trust or Advisor may impose with respect to the Portfolio by notice to the Sub-Advisor. With respect to the portion of the investments of the Portfolio under its management, the Sub-Advisor is authorized to make investment decisions on behalf of the Portfolio with regard to any stock, bond, other security or investment instrument, and to place orders for the purchase and sale of such securities through such broker-dealers as the Sub-Advisor may select. The Sub-Advisor may also be authorized, but only to the extent such duties are delegated in writing by the Advisor, to provide additional investment management services to the Portfolio, including but not limited to services such as managing foreign currency investments, purchasing and selling or writing futures and options contracts, borrowing money or lending securities on behalf of the Portfolio. All investment management and any other activities of the Sub-Advisor shall at all times be subject to the control and direction of the Advisor and the Trust's Board of Trustees.

(c) Subsidiaries and Affiliates: The Sub-Advisor may perform any or all of the services contemplated by this Agreement directly or through such of its subsidiaries or other affiliated persons as the Sub-Advisor shall determine; provided, however, that performance of such services through such subsidiaries or other affiliated persons shall have been approved by the Trust to the extent required pursuant to the 1940 Act and rules thereunder.

2. Information to be Provided to the Trust and the Advisor: The Sub-Advisor shall furnish such reports, evaluations, information or analyses to the Trust and the Advisor as the Trust's Board of Trustees or the Advisor may reasonably request from time to time, or as the Sub-Advisor may deem to be desirable.

3. Brokerage: In connection with the services provided under subparagraph (b) of paragraph 1 of this Agreement, the Sub-Advisor shall place all orders for the purchase and sale of portfolio securities for the Portfolio's account with brokers or dealers selected by the Sub-Advisor, which may include brokers or dealers affiliated with the Advisor or Sub-Advisor. The Sub-Advisor shall use its best efforts to seek to execute portfolio transactions at prices which are advantageous to the Portfolio and at commission rates which are reasonable in relation to the benefits received. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Portfolio and/or to the other accounts over which the Sub-Advisor or Advisor exercise investment discretion. The Sub-Advisor is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Portfolio which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Sub-Advisor determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Sub-Advisor has with respect to accounts over which it exercises investment discretion. The Trustees of the Trust shall periodically review the commissions paid by the Portfolio to determine if the commissions paid over representative periods of time were reasonable in relation to the benefits to the Portfolio.

4. Compensation: The Advisor shall compensate the Sub-Advisor on the following basis for the services to be furnished hereunder.

(a) Investment Advisory Fee: For services provided under subparagraph (a) of paragraph 1 of this Agreement, the Advisor agrees to pay the Sub-Advisor a monthly Sub-Advisory Fee. The Sub-Advisory Fee shall be equal to 110% of the Sub-Advisor's costs incurred in connection with rendering the services referred to in subparagraph (a) of paragraph 1 of this Agreement. The Sub-Advisory Fee shall not be reduced to reflect expense reimbursements or fee waivers by the Advisor, if any, in effect from time to time.

(b) Investment Management Fee: For services provided under subparagraph (b) of paragraph 1 of this Agreement, the Advisor agrees to pay the Sub-Advisor a monthly Investment Management Fee. The Investment Management Fee shall be equal to: (i) 50% of the monthly management fee rate (including performance adjustments, if any) that the Portfolio is obligated to pay the Advisor under its Management Contract with the Advisor, multiplied by: (ii) the fraction equal to the net assets of the Portfolio as to which the Sub-Advisor shall have provided investment management services divided by the net assets of the Portfolio for that month; provided, however, that the Investment Management Fee paid to the Sub-Advisor for any period hereunder shall in all circumstances be an amount not less than 110% of the Sub-Advisor's costs incurred in connection with rendering the services referred to in subparagraph (b) of paragraph 1 of this Agreement (but in no event will the Investment Management Fee paid to the Sub-Advisor exceed the management fee paid to the Advisor pursuant to its management contract with respect to the Portfolio) (the minimum fee described in this proviso being referred to herein as the "Minimum Investment Management Fee"). If in any fiscal year the aggregate expenses of the Portfolio exceed any applicable expense limitation imposed by any state or federal securities laws or regulations, and the Advisor waives all or a portion of its management fee or reimburses the Portfolio for expenses to the extent required to satisfy such limitation, the Investment Management Fee paid to the Sub-Advisor will be reduced by 50% of the amount of such waivers or reimbursements multiplied by the fraction determined in (ii), subject to the Minimum Investment Management Fee. If the Sub-Advisor reduces its fees to reflect such waivers or reimbursements and the Advisor subsequently recovers all or any portion of such waivers or reimbursements, then the Sub-Advisor shall be entitled to receive from the Advisor a proportionate share of the amount recovered.

(c) Provision of Multiple Services: If the Sub-Advisor shall have provided both investment advisory services under subparagraph (a) and investment management services under subparagraph (b) of paragraph (1) for the same portion of the investments of the Portfolio for the same period, the fees paid to the Sub-Advisor with respect to such investments shall be calculated exclusively under subparagraph (b) of this paragraph 4.

5. Expenses: It is understood that the Portfolio will pay all of its expenses other than those expressly stated to be payable by the Sub-Advisor hereunder or by the Advisor under the Management Contract with the Portfolio.

6. Interested Persons: It is understood that Trustees, officers, and shareholders of the Trust are or may be or become interested in the Advisor or the Sub-Advisor as directors, officers or otherwise and that directors, officers and stockholders of the Advisor or the Sub-Advisor are or may be or become similarly interested in the Trust, and that the Advisor or the Sub-Advisor may be or become interested in the Trust as a shareholder or otherwise.

7. Services to Other Companies or Accounts: The services of the Sub-Advisor to the Advisor are not to be deemed to be exclusive, the Sub-Advisor being free to render services to others and engage in other activities, provided, however, that such other services and activities do not, during the term of this Agreement, interfere, in a material manner, with the Sub-Advisor's ability to meet all of its obligations hereunder. The Sub-Advisor shall for all purposes be an independent contractor and not an agent or employee of the Advisor or the Trust.

8. Standard of Care: In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Sub-Advisor, the Sub-Advisor shall not be subject to liability to the Advisor, the Trust or to any shareholder of the Portfolio for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security.

9. Duration and Termination of Agreement; Amendments:

(a) Subject to prior termination as provided in subparagraph (d) of this paragraph 9, this Agreement shall continue in force until June 30, 2009 and indefinitely thereafter, but only so long as the continuance after such period shall be specifically approved at least annually by vote of the Trust's Board of Trustees or by vote of a majority of the outstanding voting securities of the Portfolio.

(b) This Agreement may be modified by mutual consent of the Advisor, the Sub-Advisor and the Portfolio subject to the provisions of Section 15 of the 1940 Act, as modified by or interpreted by any applicable order or orders of the Securities and Exchange Commission (the "Commission") or any rules or regulations adopted by, or interpretative releases or no-action letters of, the Commission or its staff.

(c) In addition to the requirements of subparagraphs (a) and (b) of this paragraph 9, the terms of any continuance or modification of this Agreement must have been approved by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval.

(d) Either the Advisor, the Sub-Advisor or the Portfolio may, at any time on sixty (60) days' prior written notice to the other parties, terminate this Agreement, without payment of any penalty, by action of its Board of Trustees or Directors, or with respect to the Portfolio by vote of a majority of its outstanding voting securities. This Agreement shall terminate automatically in the event of its assignment.

10. Limitation of Liability: The Sub-Advisor is hereby expressly put on notice of the limitation of shareholder liability as set forth in the Declaration of Trust or other organizational document of the Trust and agrees that any obligations of the Trust or the Portfolio arising in connection with this Agreement shall be limited in all cases to the Portfolio and its assets, and the Sub-Advisor shall not seek satisfaction of any such obligation from the shareholders or any shareholder of the Portfolio. Nor shall the Sub-Advisor seek satisfaction of any such obligation from the Trustees or any individual Trustee.

11. Governing Law: This Agreement shall be governed by, and construed in accordance with, the laws of the Commonwealth of Massachusetts, without giving effect to the choice of laws provisions thereof.

The terms "registered investment company," "vote of a majority of the outstanding voting securities," "assignment," and "interested persons," when used herein, shall have the respective meanings specified in the 1940 Act as now in effect or as hereafter amended, and subject to such orders or no-action letters as may be granted by the Commission or its staff.

IN WITNESS WHEREOF the parties hereto have caused this instrument to be signed in their behalf by their respective officers thereunto duly authorized, and their respective seals to be hereunto affixed, all as of the date written above.

FIDELITY MANAGEMENT & RESEARCH (Hong Kong) Limited

BY:

/s/ JS Wynant

JS Wynant

Treasurer

FIDELITY MANAGEMENT & RESEARCH COMPANY

BY:

/s/ JS Wynant

JS Wynant

Vice President

EX-99.77Q1 OTHR EXHB 8 q77q1_subadvisory6.htm SUBADVISORY6

AMENDED AND RESTATED MASTER INTERNATIONAL

RESEARCH AGREEMENT

between

FIDELITY INTERNATIONAL INVESTMENT ADVISORS

and

FIDELITY MANAGEMENT & RESEARCH COMPANY

AGREEMENT made this 1st day of August 2007 by and between Fidelity Management & Research Company, a Massachusetts corporation with principal offices at 82 Devonshire Street, Boston, Massachusetts (hereinafter called the "Advisor") and Fidelity International Investment Advisors, a Bermuda company with principal offices at Pembroke Hall, Pembroke, Bermuda (hereinafter called the "Sub-Advisor").

WHEREAS the Advisor has entered into various management contracts (each a "Management Contract") with those Massachusetts and Delaware business trusts, each a registered investment company issuing one or more series of shares of beneficial interest (each a "Trust") on behalf of each of their respective portfolios listed on Schedule A attached hereto, as the same may be amended from time to time (each a "Portfolio"), pursuant to which the Advisor acts as investment manager to each of the Portfolios; and

WHEREAS the Sub-Advisor and its subsidiaries and other affiliated persons have personnel in various locations throughout the world and have been formed in part for the purpose of researching and compiling information and recommendations with respect to the economies of various countries, and securities of issuers located in such countries, and providing investment advisory services in connection therewith;

WHEREAS, the Sub-Advisor and its subsidiaries and other affiliated persons (including Fidelity International Investment Advisors (U.K.) Limited and Fidelity Investments Japan Limited) may provide investment advice and research services to Advisor pursuant to a number of individual agreements in respect of each Portfolio; and

WHEREAS, the Sub-Advisor is willing to provide international investment advice and research services to the Advisor on behalf of each of the Portfolios listed on Schedule A, to the extent that such Portfolios may invest in international assets from time to time, and the Advisor desires that the Sub-Advisor provide such international investment advice and research services to the Advisor on behalf of such Portfolios under this Master International Research Agreement;

NOW, THEREFORE, in consideration of the premises and the mutual promises hereinafter set forth, the Advisor and the Sub-Advisor agree as follows:

1. Delegation of Duties: The Advisor hereby delegates to the Sub-Advisor, and the Sub-Advisor hereby accepts responsibility for performing such investment advice and research services with respect to all or a portion of the investments of each Portfolio as may be requested by the Advisor. The services and the portion of the investments of each Portfolio to be advised by the Sub-Advisor shall be as agreed upon from time to time by the Advisor and the Sub-Advisor. The Sub-Advisor shall pay the salaries and fees of all personnel of the Sub-Advisor performing investment advice and research services for the Portfolios.

(a) Investment Advice and Research Services: If and to the extent requested by the Advisor, the Sub-Advisor shall provide investment advice and research services, particularly with respect issuers, companies, governments and economic conditions outside of the U.S. and Canada, to the Advisor on behalf of each Portfolio with respect to all or a portion of the investments of such Portfolio. In connection with providing such investment advice and research services, the Sub-Advisor shall furnish to the Advisor on behalf of each Portfolio such factual information, research reports and investment recommendations as the Advisor may reasonably require. Such information may include written and oral reports and analyses.

(b) Subsidiaries and Affiliates: The Sub-Advisor may perform any or all of the services contemplated by this Agreement directly or through such of its subsidiaries or other affiliated persons as the Sub-Advisor shall determine; provided, however, that performance of such services through such subsidiaries or other affiliated persons shall have been approved by the affected Trust or Trusts to the extent required pursuant to the Investment Company Act of 1940 Act ("1940 Act") and rules thereunder.

2. Information to be Provided to the Trusts and the Advisor: The Sub-Advisor shall furnish such reports, evaluations, information or analyses to each Trust and the Advisor as the Trusts' Board of Trustees or the Advisor may reasonably request from time to time, or as the Sub-Advisor may deem to be desirable.

3. Compensation: For investment advisory and research services provided under subparagraph (a) of paragraph 1 of this Agreement on behalf of each of the Portfolios listed on Schedule A and in full consideration of the services provided hereunder, the Advisor agrees to pay the Sub-Advisor and the Sub-Adviser agrees to receive an annual aggregate Sub-Advisory Fee of fifty million dollars ($50,000,000). The aggregate fee shall be allocated amongst each of the Portfolios listed on Schedule A, as it may be amended from time to time, based on their relative international net assets. The Sub-Advisory Fee may be reduced to reflect expense reimbursements, fee waivers or aggregate caps, if any, in effect from time to time upon mutual agreement of the Advisor and the Sub-Advisor. Notwithstanding the foregoing; a Portfolio that is party to a sub-advisory agreement with the Advisor and the Sub-Adviser for the provision of either discretionary or non-discretionary services ("FMR/FIIA Sub-Advisory Agreement") shall not be allocated any portion of the aggregate Sub-Advisory Fee payable hereunder during any period in which such FMR/FIIA Sub-Advisory Agreement is in effect and either discretionary or non-discretionary services are being provided thereunder.

4. Expenses: It is understood that each Portfolio will pay all of its expenses other than those expressly stated to be payable by the Sub-Advisor hereunder or by the Advisor under the Management Contract with the Portfolio.

5. Interested Persons: It is understood that Trustees, officers, and shareholders of the Trusts are or may be or become interested in the Advisor or the Sub-Advisor as directors, officers or otherwise and that directors, officers and stockholders of the Advisor or the Sub-Advisor are or may be or become similarly interested in the Trusts, and that the Advisor or the Sub-Advisor may be or become interested in the Trusts as a shareholder or otherwise.

6. Services to Other Companies or Accounts: The services of the Sub-Advisor to the Advisor are not to be deemed to be exclusive, the Sub-Advisor being free to render services to others and engage in other activities, provided, however, that such other services and activities do not, during the term of this Agreement, interfere, in a material manner, with the Sub-Advisor's ability to meet all of its obligations hereunder. The Sub-Advisor shall for all purposes be an independent contractor and not an agent or employee of the Advisor or the Trust.

Nothing in this Agreement will constitute a partnership between the Advisor, the Sub-Advisor and the Trust. Nothing in this Agreement makes the Sub-Advisor an agent of the Advisor or the Trust and the Sub-Advisor has no authority whatsoever to exercise discretionary powers over the global portfolios and investment funds, except as provided pursuant to paragraph 1 herein, of the Advisor and the Trust, or otherwise to bind the Advisor's and the Trust's assets under management.

The Sub-Advisor shall furnish services as an independent contractor and not as an employee or agent of either the Advisor or the Trust. The Sub-Advisor has no power or authority to act for, represent, or bind the Advisor or the Trust or any company affiliated with either of them.

7. Standard of Care: In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Sub-Advisor, the Sub-Advisor shall not be subject to liability to the Advisor, the Trusts or to any shareholder of the Portfolios for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security.

8. Duration and Termination of Agreement; Amendments:

(a) Subject to prior termination as provided in subparagraph (d) of this paragraph 8, this Agreement shall continue in force until June 30, 2008 for each Portfolio designated as a Fixed-Income Portfolio on Schedule A and until July 31, 2008 for each Portfolio designated as a Equity Portfolio on Schedule A and indefinitely thereafter, but only so long as the continuance after such period shall be specifically approved at least annually by vote of the affected Trust's Board of Trustees or by vote of a majority of the outstanding voting securities of the Portfolio.

(b) This Agreement may be modified by mutual consent of the Advisor, the Sub-Advisor and the affected Trust(s) subject to the provisions of Section 15 of the 1940 Act, as modified by or interpreted by any applicable order or orders of the Securities and Exchange Commission (the "Commission") or any rules or regulations adopted by, or interpretative releases of, the Commission.

(c) In addition to the requirements of subparagraphs (a) and (b) of this paragraph 8, the terms of any continuance or modification of this Agreement must have been approved by the vote of a majority of those Trustees of the affected Trust(s) who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval.

(d) The Advisor may, at any time and without any prior written notice to the other parties to this Agreement and the Board of Trustees of the affected Trust(s), terminate this Agreement in respect of any or all of the Portfolios, without payment of any penalty. A Trust may at any time on sixty (60) days' prior written notice to the parties to this Agreement, terminate this Agreement in respect of such Trust or a Portfolio, without payment of any penalty, by action of the Board of Trustees of the affected Trust or by vote of a majority of the Portfolio's outstanding voting securities. This Agreement shall terminate automatically in the event of its assignment.

9. Limitation of Liability: The Sub-Advisor is hereby expressly put on notice of the limitation of shareholder liability as set forth in the Declaration of Trust or other organizational document of each Trust and agrees that any obligations of the Trusts or the Portfolios arising in connection with this Agreement shall be limited in all cases to the Trust or Portfolio and its assets, and the Sub-Advisor shall not seek satisfaction of any such obligation from the shareholders or any shareholder of the Trust or Portfolio. Nor shall the Sub-Advisor seek satisfaction of any such obligation from the Trustees or any individual Trustee of any Trust.

10. Governing Law: This Agreement shall be governed by, and construed in accordance with, the laws of the Commonwealth of Massachusetts, without giving effect to the choice of laws provisions thereof.

The terms "registered investment company," "vote of a majority of the outstanding voting securities," "assignment," and "interested persons," when used herein, shall have the respective meanings specified in the 1940 Act as now in effect or as hereafter amended.

IN WITNESS WHEREOF the parties hereto have caused this instrument to be signed in their behalf by their respective officers thereunto duly authorized, and their respective seals to be hereunto affixed, all as of the date written above.

FIDELITY INTERNATIONAL INVESTMENT ADVISORS

BY:

/s/Allan Pelvang

Allan Pelvang
Director

FIDELITY MANAGEMENT & RESEARCH COMPANY

BY:

/s/JS Wynant

JS Wynant
Vice President

EX-99.77Q1 OTHR EXHB 9 q77q1_subadvisory7.htm SUBADVISORY7

AMENDED AND RESTATED SUB-RESEARCH AGREEMENT

between

FIDELITY INTERNATIONAL INVESTMENT ADVISORS (U.K.) LIMITED

and

FIDELITY INTERNATIONAL INVESTMENT ADVISORS

AGREEMENT as of this 1st day of August, 2007, by and between Fidelity International Investment Advisors (U.K.) Limited, 27-28 Lovat Lane, London, England (hereinafter called the "U.K. Sub-Advisor") and Fidelity International Investment Advisors, a Bermuda company with principal offices at Pembroke Hall, Pembroke, Bermuda (hereinafter called the "Sub-Advisor").

WHEREAS Fidelity Management & Research Company, a Massachusetts corporation (hereinafter called the "Advisor"), has entered into various management contracts (each a "Management Contract") with those Massachusetts and Delaware business trusts, each a registered investment company issuing one or more series of shares of beneficial interest (each a "Trust") on behalf of each of their respective Portfolios listed on Schedule A attached hereto, as the same may be amended from time to time (each a "Portfolio"), pursuant to which the Advisor is to act as investment advisor to each of the Portfolios,

WHEREAS, the Sub-Advisor has entered into a Sub-Advisory Agreement with the Advisor (the "Sub-Advisory Agreement") pursuant to which the Sub-Advisor, directly or through certain of its subsidiaries or other affiliated persons (including the U.K. Sub-Adviser and Fidelity Investments Japan Limited), may provide investment advice and research services to the Advisor on behalf of the Portfolios pursuant to a number of agreements,

WHEREAS, the Sub-Advisor is willing to provide international investment advice and research services to the Advisor on behalf of each of the Portfolios listed on Schedule A, to the extent that such Portfolios may invest in international assets from time to time, and the Advisor desires that the Sub-Advisor provide such international investment advice and research services to the Advisor on behalf of such Portfolios under a Master International Research Agreement;

WHEREAS the U.K. Sub-Advisor has personnel in Western Europe and has been formed in part for the purpose of researching and compiling information and recommendations with respect to the economies of various countries, and securities of issuers located outside of the United States and Canada, principally in the U.K. and Europe; and

NOW THEREFORE, in consideration of the premises and the mutual promises hereinafter set forth, the Sub-Advisor and the U.K. Sub-Advisor agree as follows:

1. Delegated Duties: The Sub-Advisor hereby delegates to the U.K. Sub-Advisor and the U.K. Sub-Advisor accepts responsibility for performing such investment advice and research services, particularly with respect to issuers, companies, governments and economic conditions located outside of the U.S. and Canada, principally in the U.K. and Europe, with respect to all or a portion of the investments of each Portfolio, in connection with the Sub-Advisor's duties under the Sub-Advisory Agreement, as may be requested by the Sub-Advisor. The services and the portion of the investments of each Portfolio advised by the U.K. Sub-Advisor shall be as agreed upon from time to time by the Sub-Advisor and the U.K. Sub-Advisor. The U.K. Sub-Advisor shall pay the salaries and fees of all personnel of the U.K. Sub-Advisor performing the investment advice and research services for the Portfolios.

(a) Investment Advice and Research Services: If and to the extent requested by the Sub-Advisor, the U.K. Sub-Advisor shall provide investment advice and research services to the Sub-Advisor with respect to all or a portion of the investments of each Portfolio. In connection with providing such investment advice and research services, the U.K. Sub-Advisor shall furnish to the Sub-Advisor on behalf of each Portfolio such factual information, research reports and investment recommendations as the Advisor may reasonably require. Such information may include written and oral reports and analyses.

(b) Subsidiaries and Affiliates: The U.K. Sub-Advisor may perform any or all of the services contemplated by this Agreement directly or through such of its subsidiaries or other affiliated persons as the U.K Sub-Advisor shall determine; provided, however, that performance of such services through such subsidiaries or other affiliated persons shall have been approved by the affected Trust(s) to the extent required pursuant to the Investment Company Act of 1940 (the "1940 Act") and rules thereunder.

2. Information to be Provided to the Trusts and the Advisor: The U.K. Sub-Advisor shall furnish such reports, evaluations, information or analyses to the Trusts, the Advisor, and the Sub-Advisor as the Trusts' Board of Trustees, the Advisor or the Sub-Advisor may reasonably request from time to time, or as the U.K. Sub-Advisor may deem to be desirable.

3. Compensation: For investment advisory and research services provided under subparagraph (a) of paragraph 1 of this Agreement, the Sub-Advisor agrees to pay the U.K. Sub-Advisor a sub-advisory fee (the "U.K. Sub-Advisory Fee"). The U.K. Sub-Advisory Fee shall be equal to the administrative costs incurred by the U.K. Sub-Advisor in providing investment advice and research services hereunder. The U.K. Sub-Advisory Fee may be reduced to reflect expense reimbursements, fee waivers or aggregate caps, if any, in effect from time to time upon mutual agreement of the Sub-Advisor and the U.K. Sub-Advisor. Notwithstanding the foregoing, a Portfolio that is party to a sub-advisory agreement with the Sub-Advisor and the U.K. Sub-Advisor for the provision of either discretionary or non-discretionary services ("FIIA/FIIAL U.K. Sub-Advisory Agreement") shall not be allocated any portion of the U.K. Sub-Advisory Fee payable hereunder during any period in which such FIIA/FIIAL U.K. Sub-Advisory Agreement is in effect and either discretionary or non-discretionary services are being provided thereunder. As further consideration, the Sub-Advisor shall provide the U.K. Sub-Advisor with access to any and all research produced or acquired by the Sub-Advisor.

4. Expenses: It is understood that each Portfolio will pay all of its expenses other than those expressly stated to be payable by the U.K. Sub-Advisor hereunder, by the Sub-Advisor under the Sub-Advisory Agreement or by the Advisor under the Management Contract with the Portfolio.

5. Interested Persons: It is understood that the Trustees, officers, and shareholders of the Trusts are or may be or become interested in the Advisor, the Sub-Advisor or the U.K. Sub-Advisor as directors, officers or otherwise and that directors, officers and stockholders of the Advisor, the Sub-Advisor or the U.K. Sub-Advisor are or may be or become similarly interested in the Trusts, and that the Advisor, the Sub-Advisor or the U.K. Sub-Advisor may be or become interested in the Trusts as a shareholder or otherwise.

6. Services to Other Companies or Accounts: The Services of the U.K. Sub-Advisor to the Sub-Advisor are not to be deemed to be exclusive, the U.K. Sub-Advisor being free to render services to others and engage in other activities, provided, however, that such other services and activities do not, during the term of this Agreement, interfere, in a material manner, with the U.K. Sub-Advisor's ability to meet all of its obligations hereunder. The U.K. Sub-Advisor shall for all purposes be an independent contractor and not an agent or employee of the Advisor, the Sub-Advisor or the Trusts.

Nothing in this Agreement will constitute a partnership between the Advisor, the Sub-Advisor, the U.K. Sub-Advisor and the Trust. Nothing in this Agreement makes the U.K. Sub-Advisor an agent of the Advisor, Sub-Advisor or the Trust and the U.K. Sub-Advisor has no authority whatsoever to exercise discretionary powers over the global portfolios and investment funds, except as provided pursuant to paragraph 1 herein, of the Advisor, Sub-Advisor and the Trust, or otherwise to bind the Advisor's and the Trust's assets under management.

The U.K. Sub-Advisor shall furnish services as an independent contractor and not as an employee or agent of either the Advisor, Sub-Advisor or the Trust. The U.K. Sub-Advisor has no power or authority to act for, represent, or bind the Advisor, Sub-Advisor or the Trust or any company affiliated with either of them.

7. Standard of Care: In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the U.K. Sub-Advisor, the U.K. Sub-Advisor shall not be subject to liability to the Sub-Advisor, the Advisor, the Trusts or to any shareholder of the Portfolios for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security.

8. Duration and Termination of Agreement; Amendments:

(a) Subject to prior termination as provided in subparagraph (d) of this paragraph 8, this Agreement shall continue in force until June 30, 2008 for each Portfolio designated as a Fixed-Income Portfolio on Schedule A and until July 31, 2008 for each Portfolio designated as a Equity Portfolio on Schedule A and indefinitely thereafter, but only so long as the continuance after such period shall be specifically approved at least annually by vote of the affected Trust's Board of Trustees or by vote of a majority of the outstanding voting securities of the Portfolio.

(b) This Agreement may be modified by mutual consent of the Advisor, the U.K. Sub-Advisor, the Sub-Advisor and the affected Trust(s) subject to the provisions of Section 15 of the 1940 Act, as modified by or interpreted by any applicable order or orders of the Securities and Exchange Commission (the "Commission") or any rules or regulations adopted by, or interpretative releases of, the Commission.

(c) In addition to the requirements of subparagraphs (a) and (b) of this paragraph 8, the terms of any continuance or modification of this Agreement must have been approved by the vote of a majority of those Trustees of the affected Trust(s) who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval.

(d) The Advisor may, at any time and without any prior written notice to the other parties to this Agreement and the Board of Trustees of the affected Trust(s), terminate this Agreement in respect of any or all of the Portfolios, without payment of any penalty. A Trust may at any time on sixty (60) days' prior written notice to the parties to this Agreement, terminate this Agreement in respect of such Trust or a Portfolio, without payment of any penalty, by action of the Board of Trustees of the affected Trust or by vote of a majority of the Portfolio's outstanding voting securities. This Agreement shall terminate automatically in the event of its assignment.

9. Limitation of Liability: The U.K. Sub-Advisor is hereby expressly put on notice of the limitation of shareholder liability as set forth in the Declaration of Trust or other organizational document of the Trusts and agrees that any obligations of any Trust or Portfolio arising in connection with this Agreement shall be limited in all cases to the Trust or a Portfolio and its assets, and the U.K. Sub-Advisor shall not seek satisfaction of any such obligation from the shareholders or any shareholder of the Trust or Portfolio. Nor shall the U.K. Sub-Advisor seek satisfaction of any such obligation from the Trustees or any individual Trustee of any Trust.

10. Governing Law: This Agreement shall be governed by, and construed in accordance with, the laws of the Commonwealth of Massachusetts, without giving effect to the choice of laws provisions thereof.

The terms "registered investment company," "vote of a majority of the outstanding voting securities," "assignment," and "interested persons," when used herein, shall have the respective meanings specified in the 1940 Act as now in effect or as hereafter amended.

IN WITNESS WHEREOF the parties hereto have caused this instrument to be signed in their behalf by their respective officers thereunto duly authorized, and their respective seals to be hereunto affixed, all as of the date written above.

FIDELITY INTERNATIONAL INVESTMENT ADVISORS (U.K.) LIMITED

BY:

/s/Richard Wane

Richard Wane

Director

FIDELITY INTERNATIONAL INVESTMENT ADVISORS

BY:

/s/Allan Pelvang

Allan Pelvang

Director

EX-99.77Q1 OTHR EXHB 10 q77q1_subadvisory8.htm SUBADVISORY8

AMENDED AND RESTATED SUB-RESEARCH AGREEMENT

between

FIDELITY INVESTMENTS JAPAN LIMITED

and

FIDELITY INTERNATIONAL INVESTMENT ADVISORS

AGREEMENT as of this 1st day of August, 2007, by and between Fidelity International Investment Advisors, a Bermuda company with principal offices at Pembroke Hall, 42 Crow Lane, Pembroke, HM 19, Bermuda (hereinafter called the "Sub-Advisor"), and Fidelity Investments Japan Limited, a Japanese company with principal offices at Shiroyama JT Trust Tower, 3-1, Toranomon 4-chome, Minato-Ku, Tokyo, Japan, Japan (hereinafter called the "Japan Sub-Advisor").

WHEREAS, Fidelity Management & Research Company, a Massachusetts corporation (hereinafter called the "Advisor"), has entered into various management contracts (each a "Management Contract") with those Massachusetts and Delaware business trusts, each a registered investment company issuing one or more series of shares of beneficial interest (each a "Trust"), on behalf of each of their respective portfolios listed on Schedule A attached hereto, as the same may be amended from time to time (each a "Portfolio"), pursuant to which the Advisor has agreed to act as investment advisor to each of the Portfolios;

WHEREAS, the Sub-Advisor has entered into a Sub-Advisory Agreement with the Advisor (the "Sub-Advisory Agreement") pursuant to which the Sub-Advisor, directly or through certain of its subsidiaries or other affiliated persons (including the Japan Sub-Adviser and Fidelity International Investment Advisors (U.K.) Limited), may provide investment advice and research services to the Advisor on behalf of the Portfolios pursuant to a number of agreements;

WHEREAS, the Sub-Advisor is willing to provide international investment advice and research services to the Advisor on behalf of each of the Portfolios listed on Schedule A, to the extent that such Portfolios may invest in international assets from time to time, and the Advisor desires that the Sub-Advisor provide such international investment advice and research services to the Advisor on behalf of the Portfolios under a Master International Research Agreement; and

WHEREAS, the Japan Sub-Advisor has personnel in Japan and has been formed in part for the purpose of researching and compiling information and recommendations with respect to the economies of various countries, and securities of issuers located outside of the United States and Canada, primarily in Japan;

NOW, THEREFORE, in consideration of the premises and the mutual promises hereinafter set forth, the Sub-Advisor and the Japan Sub-Advisor agree as follows:

1. Delegated Duties: The Sub-Advisor hereby delegates to the Japan Sub-Advisor and the Japan Sub-Advisor hereby accepts responsibility for performing such investment advice and research services, particularly with respect to issuers, companies, governments and economic conditions outside of the U.S. and Canada, primarily in Japan , with respect to all or a portion of the investments of each Portfolio, in connection with the Sub-Advisor's duties under the Sub-Advisory Agreement, as may be requested by the Sub-Advisor. The services and the portion of the investments of each Portfolio to be advised by the Japan Sub-Advisor shall be as agreed upon from time to time by the Sub-Advisor and the Japan Sub-Advisor. The Japan Sub-Advisor shall pay the salaries and fees of all personnel of the Japan Sub-Advisor performing the investment advice and research services for the Portfolios.

(a) Investment Advice and Research Services: If and to the extent requested by the Sub-Advisor, the Japan Sub-Advisor shall provide investment advice and research services to the Sub-Advisor with respect to all or a portion of the investments of each Portfolio. In connection with providing such investment advice and research services, the Japan Sub-Advisor shall furnish to the Sub-Advisor on behalf of each Portfolio such factual information, research reports and investment recommendations as the Sub-Advisor may reasonably require. Such information may include written and oral reports and analyses.

(b) Subsidiaries and Affiliates: The Japan Sub-Advisor may perform any or all of the services contemplated by this Agreement directly or through such of its subsidiaries or other affiliated persons as the Japan Sub-Advisor shall determine; provided, however, that performance of such services through such subsidiaries or other affiliated persons shall have been approved by the affected Trust(s) to the extent required pursuant to the Investment Company Act of 1940 (the "1940 Act") and rules thereunder.

2. Information to be Provided to the Trusts and the Advisor: The Japan Sub-Advisor shall furnish such reports, evaluations, information or analyses to the Trusts, the Advisor and the Sub-Advisor as the Trusts' Board of Trustees, the Advisor or the Sub-Advisor may reasonably request from time to time, or as the Japan Sub-Advisor may deem to be desirable.

3. Compensation: For investment advisory and research services provided under subparagraph (a) of paragraph 1 of this Agreement, the Sub-Advisor agrees to pay the Japan Sub-Advisor a sub-advisory fee (the "Japan Sub-Advisory Fee"). The Japan Sub-Advisory Fee shall be equal to the administrative costs incurred by the Japan Sub-Advisor in providing investment advice and research services hereunder. The Japan Sub-Advisory Fee may be reduced to reflect expense reimbursements, fee waivers or aggregate caps, if any, in effect from time to time upon mutual agreement of the Sub-Advisor and Japan Sub-Advisor. Notwithstanding the foregoing, a Portfolio that is party to a sub-advisory agreement with the Sub-Advisor and the Japan Sub-Advisor for the provision of either discretionary or non-discretionary services ("FIIA/FIJ Sub-Advisory Agreement") shall not be allocated any portion of the Japan Sub-Advisory Fee payable hereunder during any period in which such FIIA/FIJ Sub-Advisory Agreement is in effect and either discretionary or non-discretionary services are being provided thereunder. As other consideration, the Sub-Advisor shall provide the Japan Sub-Advisor with access to any and all research produced or acquired by the Sub-Advisor.

4. Expenses: It is understood that each Portfolio will pay all of its expenses other than those expressly stated to be payable by the Japan Sub-Advisor hereunder, by the Sub-Advisor under the Sub-Advisory Agreement, or by the Advisor under the Management Contract with the Portfolio.

5. Interested Persons: It is understood that Trustees, officers, and shareholders of the Trusts are or may be or become interested in the Advisor, the Sub-Advisor or the Japan Sub-Advisor as directors, officers or otherwise and that directors, officers and stockholders of the Advisor, the Sub-Advisor or the Japan Sub-Advisor are or may be or become similarly interested in the Trusts, and that the Sub-Advisor, the Advisor or the Japan Sub-Advisor may be or become interested in the Trusts as a shareholder or otherwise.

6. Services to Other Companies or Accounts: The services of the Japan Sub-Advisor to the Sub-Advisor are not to be deemed to be exclusive, the Japan Sub-Advisor being free to render services to others and engage in other activities, provided, however, that such other services and activities do not, during the term of this Agreement, interfere, in a material manner, with the Japan Sub-Advisor's ability to meet all of its obligations hereunder. The Japan Sub-Advisor shall for all purposes be an independent contractor and not an agent or employee of the Advisor, the Sub-Advisor or the Trusts.

Nothing in this Agreement will constitute a partnership between the Advisor, the Sub-Advisor, the Japan Sub-Advisor and the Trust. Nothing in this Agreement makes the Japan Sub-Advisor an agent of the Advisor, Sub-Advisor or the Trust and the Japan Sub-Advisor has no authority whatsoever to exercise discretionary powers over the global portfolios and investment funds, except as provided pursuant to paragraph 1 herein, of the Advisor, Sub-Advisor and the Trust, or otherwise to bind the Advisor's and the Trust's assets under management.

The Japan Sub-Advisor shall furnish services as an independent contractor and not as an employee or agent of either the Advisor, Sub-Advisor or the Trust. The Japan Sub-Advisor has no power or authority to act for, represent, or bind the Advisor, Sub-Advisor or the Trust or any company affiliated with either of them.

7. Standard of Care: In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Japan Sub-Advisor, the Japan Sub-Advisor shall not be subject to liability to the Sub-Advisor, the Advisor, the Trusts or to any shareholder of the Portfolios for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security.

8. Duration and Termination of Agreement; Amendments:

(a) Subject to prior termination as provided in subparagraph (d) of this paragraph 8 this Agreement shall continue in force until June 30, 2008 for each Portfolio designated as a Fixed-Income Portfolio on Schedule A and until July 31, 2008 for each Portfolio designated as a Equity Portfolio on Schedule A and indefinitely thereafter, but only so long as the continuance after such period shall be specifically approved at least annually by vote of the affected Trust's Board of Trustees or by vote of a majority of the outstanding voting securities of the Portfolio.

(b) This Agreement may be modified by mutual consent of the Advisor, the Sub-Advisor, the Japan Sub-Advisor and the affected Trust(s) subject to the provisions of Section 15 of the 1940 Act, as modified by or interpreted by any applicable order or orders of the Securities and Exchange Commission (the "Commission") or any rules or regulations adopted by, or interpretative releases of, the Commission.

(c) In addition to the requirements of subparagraphs (a) and (b) of this paragraph 8, the terms of any continuance or modification of this Agreement must have been approved by the vote of a majority of those Trustees of the affected Trust(s) who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval.

(d) The Advisor may, at any time and without any prior written notice to the other parties to this Agreement and the Board of Trustees of the affected Trust(s), terminate this Agreement in respect of any or all of the Portfolios, without payment of any penalty. A Trust may at any time on sixty (60) days' prior written notice to the parties to this Agreement, terminate this Agreement in respect of such Trust or a Portfolio, without payment of any penalty, by action of the Board of Trustees of the affected Trust or by vote of a majority of the Portfolio's outstanding voting securities. This Agreement shall terminate automatically in the event of its assignment.

9. Limitation of Liability: The Japan Sub-Advisor is hereby expressly put on notice of the limitation of shareholder liability as set forth in the Declaration of Trust or other organizational document of the Trusts and agrees that any obligations of any Trust or Portfolio arising in connection with this Agreement shall be limited in all cases to the Trust and Portfolio and its assets, and the Japan Sub-Advisor shall not seek satisfaction of any such obligation from the shareholders or any shareholder of the Trust or Portfolio. Nor shall the Japan Sub-Advisor seek satisfaction of any such obligation from the Trustees or any individual Trustee of any Trust.

10. Governing Law: This Agreement shall be governed by, and construed in accordance with, the laws of the Commonwealth of Massachusetts, without giving effect to the choice of laws provisions thereof.

The terms "registered investment company," "vote of a majority of the outstanding voting securities," "assignment," and "interested persons," when used herein, shall have the respective meanings specified in the 1940 Act as now in effect or as hereafter amended.

IN WITNESS WHEREOF the parties hereto have caused this instrument to be signed in their behalf by their respective officers thereunto duly authorized, all as of the date written above.

FIDELITY INVESTMENTS JAPAN LIMITED

BY:

/s/Christopher Quinlan

Christopher Quinlan

Chief Operating Officer

FIDELITY INTERNATIONAL INVESTMENT ADVISORS

BY:

/s/Allan Pelvang

Allan Pelvang

Director

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